New York State Messenger & Courier Association, Inc. By-Laws
(Adopted September 20, 1989)

Article I - Name and Purpose

1. The name of this organization shall be New York State Messenger & Courier Association, Inc.
2. The purpose of this association shall be:
   
   To promote, encourage, broaden and advance the interest of those engaged in or having to do with the transportation of courier shipments in the greater New York area.
   To provide the means of acquiring and disseminating of information and advice to members, beneficial to and of assistance in advancing their interests.
   To permit members to meet, to interchange thoughts and ideas so that they may individually improve their service and better cooperate with the industries that they are specifically qualified to serve.
   To promote the interests of the messenger/courier industry in political, legal and regulatory arenas.
    
3. This shall be a non-profit Association.

Article II - Membership

1. The Membership Committee, as hereinafter, defined, shall recommend for Full Membership, persons, associations and/or corporations, engaged in the business of transportation of shipments classified as an envelope, package, or parcel, which generally require expedited, specialized, or careful handling.
2. The Membership Committee shall further recommend for Associate Membership, persons, associations and/or corporations engaged in the business of supplying services and/or products to the messenger industry. Associate Members shall not be entitled to vote at meetings or hold an elective office. The number of regular meetings an Associate Member may attend, may be limited by the Board of Directors.
3. The Board of Directors shall elect new members or associate members by a majority vote of those present and voting at a properly constituted meeting.
4. All applicants for membership or associate membership, as part of the application process, shall sign a membership application form and agree to be bound by the By-Laws and comply with all rules and regulations of the Association.
5. All members and associate members shall pay annual dues to the Secretary/Treasurer in the amount to be set annually by a majority of the Board of Directors of the Association. The annual dues shall be for the fiscal year July 1 through June 30, and shall be payable by no later than July 31 of the applicable year.
6. Resignations from membership shall be in writing addressed to the Association office and shall not relieve the member from payment of any charges, dues or assessments owed or owing at the time of acceptance of such resignation.
7. Membership may be terminated, suspended, or revoked for any of the following reasons:
   (a) Resignation - Any member may voluntarily resign from membership at any time subject only to payment of current dues and/or assessments and written notification indicating resignation.
   (b) Suspension - A member who fails to pay its dues and/or assessments within sixty (60) days from the time due shall be so notified by Certified Mail - Return Receipt Requested and if payment is not received within the nest thirty (30) days shall be suspended. If payment is not received within ninety (90) days subsequent to suspension, the member shall be dropped from the rolls subject to all dues and assessments due.
   (c) Expulsion - A member may be expelled for any violation of the By-Laws or of any agreement, rule or practice adopted by the Association or for any conduct prejudicial to the interest of the Association. Written details of the charges shall be mailed to the member at least (30) days before the meeting at which the charges will be considered by the Board of Directors. Any member so charged shall upon written request detailing the defense addressed to the office of the Association be afforded an opportunity for a hearing at such meeting. The Board upon two-thirds majority vote shall have power in such cases to take any action which it may deem appropriate.

Article III - Dues & Assessments

1. Dues - The annual dues for all classes of membership shall be determined by a majority of the Board of Directors.
2. Assessments - Assessments for special purposes may be levied by a majority vote of full members of the Association. The fund from assessments shall not be co-mingled with the general funds of the Association.
3. Payment - Dues and assessments shall be payable as designated by the Board of Directors.
4. Failure to Pay - Failure to timely pay dues and /or assessments as provided will result in suspension and/or termination of the membership in accordance with Section 7 of Article II.

Article IV - Officers & Board of Directors

1. The officers of this Association shall be a President, Vice-president, and Secretary/Treasurer. The officers shall serve for a period of two years, or until their successors are duly elected and qualified.
2. The affairs of this Association shall be vested in a Board of Directors. The Board shall consist of the President, Vice-President, Secretary/Treasurer, immediate Past President, and three at large, members elected from the general membership. Each member of the Board of Directors shall serve for a period of one year or until their successors are duly elected and qualified.
3. The election of officers and members of the Board of Directors shall be by a majority vote of the members in good standing, entitled to vote, and present or represented by proxy at the Annual Meeting of the membership to be held in the Fall of each year, at a time and place designated by the Board of Directors.
4. Officers and members of the Board of Directors may be elected to more than one term. However, no officer or member of the Board of Directors shall be elected to more than two consecutive terms. A Director, or officer, who serves two consecutive terms, as provided, may, after a lapse of two years, once again be eligible as a candidate for election as a Director or officer.
5. The President or acting President shall act as Chairman of the Board.
6. Meetings of the Board shall be held at such times as may be fixed by the Board or a majority of officers. Notice of the meeting shall be in writing at least (10) days before the date of such meeting.

Article V - Board of Directors Quorum and Meeting

1. The duties of the Board of Directors shall be to manage the affairs of the Association to the end that the objectives of the Association will be accomplished.
2. A quorum for the transaction of business shall be a majority of the Board.
3. The President or Acting President shall act as Chairman of the Board.
4. Meetings of the Board shall be held at such times as may be fixed by the Board or a majority of officers. Notice of the meeting shall be in writing at least (10) days before the date of such meeting.
5. Special meetings of the Board may be called by the President, or at the written request of any three members of the Board, or a majority of the officers on written notice to each member of the Board post-marked at least (5) five days in advance of the date of such meeting.
6. Resignations by any member of the Board of Directors may be submitted at any time to the President or Secretary/Treasurer of the Association.
7. Vacancies occurring by reason of resignation, death, or other disability to serve may be filled by appointment by a majority vote of the Board of Directors. The appointed individual shall serve until the term of the previous director would have expired.

Article VI - Officers' Qualifications, Duties, Removal, Replacement

1. The qualification for election as an officer is that each shall be an individual member, an officer of a member corporation, or partner of a partnership member, in good standing.
2. The President, shall, when present, preside at all Association and Board of Directors meetings; have the power to call special meetings of the Association or Board of Directors for any purpose or purposes. The President shall appoint all committees and shall be a member ex officio of all committees.
3. The Vice President shall preside at the meetings of the organization and of the Board in the absence of the President. In the event of disability of the President, the Vice-President shall become acting President with all the powers of the President. He shall assist the President at all times and all functions. In the event the President is unable to serve, the Vice President shall become President and shall fill the unexpired term of the President. The determination of "unable to serve" shall be made by a majority vote of the Board of Directors. The office of Vice President shall remain open until the next election.
   
   The Secretary/Treasurer shall collect the dues and assessments of all members and associate members and shall keep an account for the Association and shall have custody of the funds of the Association, and shall be authorized to maintain a bank account in the name of the Association. Withdrawals from said account shall be made by joint signatures of any two officers. The Secretary/Treasurer shall be required to submit an annual account and proposed budget, both of which shall, after approval by the Board be presented in printed form and shall be available to the members. In addition, the Secretary/Treasurer shall draft, or caused to be drafted, all information and/or notices required by these By-Laws, or by the orders of the Board, or the President, and shall perform such other duties as the Board may from time to time assign.
4. Officers shall exercise the duties of the office for which they are elected until their successors have been duly elected or qualified.
5. Vacancies occurring by reason of death, disability or resignation, of the Secretary/Treasurer, may be filled by the Board of Directors, and in the case of vacancies occurring in the offices of President and Vice President, the Board of Directors shall select and designate some qualified member of the Board of Directors to act as President, until the next meeting of the Association, at which a President shall be elected.

Article VII - Meetings

1. General membership meetings shall be held bi-monthly per a schedule to be determined by the Board of Directors upon written notice to the members (10) days before the date of the meeting.
2. Special meetings of the Association for any purpose or purposes, may be called by the President or a majority of the Officers upon (5) days written notice to the members stating the purpose or purposes thereof.
3. All notices of meetings of the Association shall be given in written or printed form to each member entitled to vote thereat, stating the place and time of the meeting and the general nature of the business to be considered, thereat.
4. A quorum for the transaction of business at any general membership or special meeting of the Association shall be and consist of no less than (5) qualified members who shall be present in person or represented by proxy at any such meeting duly called.

Article VIII - Amendments

1. Amendments of these By-Laws may be made and effected by an affirmative vote of the majority of the members of the Association, qualified to vote, present or represented by proxy, at any meeting of the Association, provided the substance of the proposed amendment shall have been stated with a thirty (30) day notice of the proposed amendments, but if no such notice has been given, then an affirmative vote of 85% of the members present or represented by proxy, shall be necessary.

Article IX - Rules of Order

1. Unless otherwise provided therein, all meetings of the organization shall be governed by Robert's Rules of Order.