ARTICLE I

The name, style and title of this organization shall be “WORLD TRADE CLUB OF GREATER NEW ORLEANS” and under said corporate name it shall have power and authority to enjoy succession, continuance, and corporate existence for and during the full term and period of ninety-nine (99) years from and after the date thereof. The domicile of said corporation shall be in the Greater New Orleans Area, State of Louisiana, and all citations or other legal process shall be served upon the President or in the absence of said officer, upon the 1st Vice-President or in the absence of that officer, upon the 2nd Vice-President or in the absence of all three of them, upon the Secretary.

ARTICLE II

The objects and purposes of this corporation shall be the maintenance of a non-profit organization for the purpose of promoting foreign trade, disseminating to its members knowledge and information accumulated through the experience of its members and itself; to promote and encourage trade and good fellowship with countries of the Western Hemisphere, citizens and business people, as well as the rest of the world; to cooperate with all trade associations and organizations which have a common interest; to encourage ethical business practices, and in general, to inculcate a closer relationship between these people engaged in foreign trade, and to develop a spirit of mutual respect, esteem, cooperation and good will among all those engaged in foreign trade and those with whom they deal.

ARTICLE III
MEMBERSHIP

Section 1. There shall be four (4) classes of membership – Active, Honorary Life, Retired, and Corporate. Annual dues for all classes of membership shall be determined by majority vote of the Board of Directors. Retired Past Presidents of the Club, effective with the year 2003, are no longer eligible to be exempt from dues.

a) There shall be a permanent committee entitled Past Presidents’ Council, the membership of which shall be those Charter Members and any and all members in good standing as provided in the bylaws, who shall have served one full term as President of the World Trade Club of Greater New Orleans or its predecessor, the Export Managers Club of New Orleans.

b) The purpose of the Past Presidents’ Council shall be to encourage continued activity and interest in current affairs of the World Trade Club by any and all Past Presidents. The Past Presidents’ Council shall serve each administration in an advisory and consultative capacity. In the course of the Past Presidents’ Council’s activity it shall function as any other committee of a social nature, shall be subject to the will of the Board of Directors of the World Trade Club of Greater New Orleans.

c) The Past Presidents’ Council shall elect or otherwise designate one of its members as Chair, who shall also serve as a duly constituted member of the Board of Directors of the World Trade Club of Greater New Orleans, subject to ratification of the general membership at the annual election of officers and directors as provided for in these Bylaws. The immediate Past President of the World Trade Club of Greater New Orleans, who serves on the same Board of Directors as “Ex-Officio” shall not be eligible to serve as Chair of the Past Presidents’ Council during the administration in which they serve as “Ex-Officio” member of the Board.

d) The Past Presidents’ Council shall meet to conduct its business as often as it deems necessary, however, it shall meet at no less than twice and no more than four times during the Club’s administrative year.

e) The initial and succeeding Past Presidents’ Council shall organize to conduct its business as each deems appropriate, except that each Past Presidents’ Council shall designate a Chair as provided for in Sub-Section (c) of section l, ARTICLE III.

Section 2. All Active, Honorary Life and Retired Members shall have equal voting privileges on all matters. All officers and directors must meet business and residence requirements as described in section (a) below; and changes in the Charter and by-Laws shall be voted upon only by members as designated in section (a).

a) All Active Members shall be individuals actively engaged in foreign trade (that is buying or
selling goods in foreign countries either exclusively or maintaining Export and/or Import departments for that purpose); and/or persons actively engaged in foreign freight forwarding and/or customs brokerage; and/or those engaged in financing, transportation services and facilities, port authorities, legal, insurance, and/or individuals whose activities are auxiliary to foreign trade in an executive or semi-executive capacity; and/or duly registered full time students of foreign and domestic commerce, trade and transportation, international business or economics, international or maritime law, and allied courses, in U.S. colleges, universities or academies. All those members shall be in business or school in and/or residents of the metropolitan area of the City of New Orleans, State of Louisiana.

b) Other active members shall be persons engaged as above who are not in business in and/or residents of the metropolitan area of the City of New Orleans, State of Louisiana.

Section 3. Honorary Life Members shall be persons who have distinguished themselves by outstanding contributions to the development of foreign trade and closer relations between the peoples of this country and foreign nations. Such memberships shall carry full membership privileges and shall be conferred by the Club only in cases of unusual merit and achievement on the part of the recipient. Honorary Life Membership shall be conferred by an act of the Board of Directors; the Directors may by majority vote elect one (1) Honorary Life Member every other year. Honorary memberships are for life, and shall exempt the recipient from ay further payment of dues.

Retired Members shall be members in good standing for a minimum of five (5) years prior to retirement, and shall be approved by the Board of Directors and have all the rights and privileges that Active Members enjoy.

Section 4. Applications for individual or corporate membership shall be made to the Membership Committee in writing on the prescribed form, accompanied by remittance for dues and sponsored by at least one member. Said application shall then be published in the “Foreign Trader,” the official bulletin of the Club. Objections to the applicant shall be made to the Membership Committee within ten (10) days from the date of publication and shall be held strictly confidential. The Chair of the Membership Committee shall report all findings on all applicants to the Board of Directors and they shall have the power by a majority vote to accept or reject applicants.

Section 5. In the event that the Board of Directors accepts an application to which an objection has been filed, the objector of the applicant may appeal to the general membership, provided notice of such action is made to the secretary within five (5) days after notice of the action to the Board of Directors.

Section 6. The Board of Directors shall have the power, by a majority vote of all members thereof, to expel from membership or suspend from privileges of the Club for a definite period, any member, for grave violations of the rules of the Club, or conduct prejudicial to the interests of the Club, after trial, of which the accused member shall have the right to be heard in his own behalf; and shall have at least one week’s notice, in writing; provided that any member so suspended or expelled shall have the right to appeal to the general membership the decision of the Board of Directors, and a two-thirds (2/3) vote of the general membership shall reinstate said member.

Section 7. Membership in the Club may be terminated by voluntary resignation, provided that such resignation be tendered the Secretary in writing,

Section 8. The Board of Directors by majority vote of its membership at any meeting of said Board may terminate the membership of any member for failure to pay dues or indebtedness to the Club.

Section 9. Termination of membership, for any cause whatsoever, shall operate as a release of all right or title to, or interest in, the property and assets of the Club.

Section 10. The executive power of this Club shall be vested in a Board of Directors of fifteen (15) members in good standing for at least two (2) full fiscal years, consisting of the following:

The President, the 1st and 2nd Vice-Presidents, the Secretary Treasurer, and the immediate Past President. The balance of the Board shall be made up of ten (10) directors, one of whom shall be the Chair of the Past Presidents’ Council. All officers and directors must meet the requirements described in Article III, Section 2 (a) above, and the President must have served as a Director for at least one (1) full year and also must have served in one of the officer positions for one (1) full year; also, the 1st and 2nd Vice-Presidents must have served on the board for at
least one (1) full year. No officers may succeed themselves in the same office. All officers shall be elected for a term of two (2) years. All directors shall be elected for terms of two (2) years with the exception of the Chair of the Past Presidents’ Council, who shall serve for two (2) full fiscal years with no successive terms.

ARTICLE IV
MEETINGS

Section 1. Regular meetings of the members shall be held on the third Wednesday of each month, unless otherwise ordered by the Board of Directors.

Section 2. Notice of all regular meetings shall be sent by U.S. mail or by e-mail to each member at the address as recorded by the Secretary.

Section 3. Special meetings may be called at any time by the President, or a majority of the Board, or by a majority of the members, provided at least twenty-four (24) hours prior notice is given to all members.

Section 4. Meetings of the Board of Directors shall be held on the last Thursday of each month, or by special call of the President, provided at least twenty-four (24) hours notice is given. The Board of Directors may change the regular monthly meeting day by unanimous vote of the Board members present at the regular or special meeting at which the change is proposed, provided the new day is announced at the regular meeting of the members and in the Foreign Trader or the official bulletin of the Club prior to the effective date of change.

Section 5. The purpose for which Special Meetings are called must be indicated in the notice to the membership.

ARTICLE V
QUORUM

Section 1. A majority of the members present, including those represented electronically and/or by mail, shall be necessary to constitute a quorum at any regular or special meeting of the Club.

Section 2. A majority of the membership of the Board of Directors shall constitute a quorum for the transaction of business.

ARTICLE VI
VACANCIES

In case of vacancies on the Board of Directors, the President shall appoint successors subject to ratification by the Board of Directors, and such appointees shall fill the unexpired term of the vacancy. In such cases, the appointees may be elected to fill the succeeding full terms.

ARTICLE VII
DUTIES OF OFFICERS

Section l. PRESIDENT: The President shall preside at all general meetings of the Club and the Board of Directors, and shall be an ex-officio member of all Committees with full power to vote.

Section 2. VICE-PRESIDENT: The Vice-Presidents, according to rank, shall discharge the duties of the President in the absence of the President and shall perform such other duties as shall from time to time be designated by the Board of Directors.

Section 3. SECRETARY: The Secretary shall keep a record of the proceedings of all meetings of the members and the Board of Directors and shall be custodian of all records and of the seal, and affix the latter when required. The Secretary shall conduct all correspondence and perform all duties incident to the office of Secretary.

Section 4. TREASURER: The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the corporation, and deposit all such funds in the name of the corporation in such bank or banks, trust company or trust companies, or safe deposit vaults as the Board of Directors may designate. The Treasurer shall sign and have countersigned by either the President or one other designated officer, make and endorse in the name of the corporation, all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same and receipt therefore under the direction of the President or the Board of Directors. The Treasurer shall exhibit at all reasonable times the books and accounts to any director. The Treasurer shall render a statement of the condition of the finances of the corporation at each regular meeting of the Board of Directors, and at such other times as shall be required, and a full financial report at the annual meeting of the members.

Bond of Treasurer; The Treasurer shall, if required by the Board of Directors, give to the corporation such security for the faithful discharge of his duties as the Board may direct.

Section 5. EX-OFFICIO: The retiring President of the Club, upon the successor taking office, shall be an ex-officio member of the Board of Directors for two years, with full power to vote.

Section 6. BOARD OF DIRECTORS: The Board of Directors shall consist of the elected executive officers, the Ex-Officio immediate Past President, and ten (10) other members, one of whom shall be the Chair of the Past Presidents’ Council, possessing the qualification as described in Article IV, Section 1 (a) of the Charter.

Section 7. All elected executive officers, the Ex-Officio, immediate Past President and ten (10) Directors shall serve until the next annual meeting following the adoption of these bylaws.

Section 8. Any officer of the Club may be removed from office by a two-thirds (2/3) vote of the entire Board of Directors with right to appeal to the general membership in the same manner as provided for in the case of members.

Section 9. Effective on the date of the installation of the new administration in October 1945, any member of the Board of Directors failing to attend three (3) meetings without valid excuse will forfeit their office and the President shall appoint a member to fill the unexpired term in the same manner as provided in Article VI of the Bylaws. In the case of a Chair of the Past Presidents’ Council who fails to attend four (4) consecutive Board Meetings, the President shall notify the Past Presidents’ Council that such Chair has forfeited their directorship. Upon receipt of such notice the Past Presidents shall, prior to the next Board meeting, convene at a regular or special meeting to recall such Chair for the balance of the administrative year. Failure by the Past Presidents’ Council after due notice from the World Trade Club President to name a replacement Chair before the next Board Meeting shall result in forfeiture of the Chair’s Directorship for the remainder of the administrative year in which such forfeiture occurs.

ARTICLE VIII
ELECTIONS

Elections of officers and directors shall be by secret ballot at the regular meeting in June of every other year. In the event of a close count of five (5) votes or less in the election of any of the officers involved, a re-count is mandatory and shall be made at the conclusion of the count. In the event of a tie, the Board of Directors shall be polled and cast the deciding vote. Immediately upon completion of the count, the Voting Commissioner shall certify to the President the name of each candidate receiving the plurality vote for each office and these shall thereupon be elected. This certification shall be final.

ARTICLE IX
NOMINATIONS

Section l. There shall be a nominating committee of ten (10) members in good standing, two (2) to be appointed by the President, four (4) to be appointed by the Board of Directors, and four (4) to be appointed by the membership-at-large at the regular meeting in March of every other year. The committee shall make its report at the regular meeting of the membership in May and the life of said committee shall cease after making its report to the membership. The members of the nominating committee shall not be precluded from being nominated. The Chair of the nominating committee shall be appointed by the President from among the aforesaid ten (10) members after the ten members have been named as above.

Section 2. After the general membership has received the report of the Nominating Committee at the regular meeting in May, the presiding officer shall then declare as the next order of business, the receiving of nominations from the floor, which shall be made as follows:

Section 3. Any member of the Club in good standing may be nominated from the floor upon the written proposal of any two (2) members, submitted to the presiding officer.

Section 4. After reasonable time is given the membership to nominate from the floor, the presiding officer shall declare nominations closed.

Section 5. No further nominations shall be in order from the time the presiding officer declares nominations closed.

Section 6. The secretary shall forward to all members in good standing at least ten (10) days before the regular meeting in June a list of nominees for office.

ARTICLE X
RESOLUTIONS

The Club shall not be committed to any matter of public policy without majority vote of the general membership present at any regular or special meeting.

ARTICLE XI
AMENDMENTS

These bylaws may be amended at any regular or special meeting by a majority of the members present, including members represented electronically and/or by mail, as described in Article IV of the Charter, provided that a copy of such proposed amendment shall have been mailed to each member at least ten (10) days prior to the meeting.

The above Bylaws revised on March 15, 1945 ; August 7, 1945; September 20, 1949; June 20, 1956; December 2, 1959; August 16, 1961; March 12, 1965; June 21, 1967; June 15, 1970; April 19, 1972; June 18, 1975; June 21, 1978; June 18, 1980; June 16, 1982; November 17, 1982; April 18 , 1984; March 21, 1990; June 17, 1992; June 16, 1993; June 16, 1999; May 17, 2000; June 21, 2000; September 17, 2003 and September 20, 2006.