PACA - By Laws

Constitution

Revised and Effective July 1, 1998

ARTICLE I - NAME

The name of this organization will be the PORTLAND AIR CARGO ASSOCIATION.

ARTICLE II - PURPOSE

The purpose of the Portland Air Cargo Association is:

1. To identify and give status to the air cargo industry as a whole and to represent its desires and best interests to the community at large.

2. To promote the exchange of common ideas and problems.

3. To develop a cordial relationship among its members.

4. To present to the members programs of educational value relating to the cargo transportation industry and allied fields.

5. To present to the air cargo industry recommendations for its future development and progress.

ARTICLE III - POLICY

This Association shall not participate in any controversial matter arising between factions within the transportation industry without a three-quarter (75%) majority vote of the total active membership.

ARTICLE IV - MEMBERSHIP

Section A: There shall be two classes of members as follows:

1. Active memberships shall be as covered in the By-Laws.

2. Honorary membership may be granted to individuals, companies or organizations not actively engaged in the air cargo transportation industry, provided:

(a) They have rendered or contributed some distinguished service to the air cargo industry.

(b) They are elected in the manner prescribed in the By-Laws.

ARTICLE V - OFFICERS & DIRECTORS

Section A: The officers of this organization shall be President, First Vice-President, Second Vice-President, Secretary, Treasurer, Sergeant-at-Arms, Port of Portland Aviation Representative and Historian.

Section B: The most recent Chairman and the officers of the Association shall constitute the Board of Directors. The Chairman of the Board of Directors shall be the President as elected for the current year.

Section C: The business and affairs of this Association shall be managed and directed by the Board of Directors. The Board of Directors shall be subject to the orders of the Association and none of its acts shall conflict with action taken by the Association.

Section D: Five members of the Board of Directors shall constitute a quorum for the transaction of business.

Section E: The officers and directors of this organization shall perform and discharge such duties as may be prescribed by the By-Laws.

Section F: In case of a vacancy in the office of the President, the First Vice-President shall succeed in office upon approval of the Board of Directors. A vacancy in any other office shall be filled by the Board of Directors.

ARTICLE VI - ELECTIONS & TERMS OF OFFICERS

Section A: The officers of this organization shall be elected as follows:

A Nominating Committee shall be appointed by the Board of Directors no later than March of each year and said Nominating Committee shall make its report at the April meeting. Nominations for all offices to be filled for the succeeding year may be made from the floor at the April meeting by any paid-up active member with the same effect as a nomination for any office made by the Nominating Committee.

Section B: All officers are to be elected at the May meeting each year with the exception of the Port of Portland Aviation Representative and Historian. The Port of Portland Aviation Representative will be appointed jointly by the Board of Directors and the Port's General Manager of Aviation Marketing. When the Port Representative resigns or is removed, a replacement will be appointed in the same manner. The Historian will serve at the pleasure of the Board of Directors and/or his/her own desire. When the Historian resigns or is removed, his/her replacement will be named by the Board of Directors.

Section C: The person receiving the plurality of votes cast for each elective position shall be declared elected.

Section D: The officers shall begin their terms of office at the beginning of the fiscal year.

ARTICLE VII - MEETINGS

Section A: Regular meetings of this Association will be held in accordance with the By-Laws.

ARTICLE VIII - COMMITTEES

Section A: Committees may be appointed for special functions, as required, by the President.

ARTICLE IX - RULES

Section A: This Association shall adopt By-Laws for the governing thereof in all matters not provided for this Constitution, and not inconsistent therewith, said By-Laws providing the method of their amendment.

Section B: In the absence of special rules, and except as provided by the Constitution and By-Laws, the proceedings of this Association shall be conducted in accordance with Robert's Rules of Order, Revised.

ARTICLE X - AMENDMENTS

Section A: The Constitution may be amended at any regular meeting by a two-thirds vote of the members present. All proposals of amendment must be submitted to the Board of Directors and announced to the membership at least one month prior to the meeting at which the vote shall be taken. The membership will receive written notice prior to the vote.

ARTICLE XI - VOTING

Section A: Voting privileges shall be restricted to paid-up members.

By-Laws

Revised and Effective July 1, 1998

1. SEAL

The corporate seal shall have inscribed on it the name of the corporation, on the bottom the word "Oregon" and in the approximate center thereof the words "Corporate Seal".

2. POLICY

This Association shall not participate in any matter arising between factions within the transportation industry without a three-quarter (75%) majority vote of the total active membership.

3. OFFICERS & DIRECTORS

Section D: Five members of the Board of Directors shall constitute a quorum for the transaction of business.

Section E: The officers and directors of this organization shall perform and discharge such duties as may be prescribed by the By-Laws.

4. ELECTIONS & TERMS OF OFFICERS

Section A: The officers of this organization shall be elected as follows:

Section C: The officers shall begin their terms of office at the beginning of the fiscal year.

5. DUTIES OF OFFICERS

Section A: It shall be the duty of the President to preside at all meetings; to be ex-officio member of all committees; appoint chairmen of committees; call a meeting of the Board of Directors anytime it is necessary. It will also be the responsibility of the President to nominate a member to fill any vacancies of the Board of Directors when they occur, and to appoint that member to the vacancy with the approval of the remaining members of the Board of Directors.

Section B: It shall be the duty of the First Vice-President, in the absence of the President, to assume all duties and in general assist in the work of the Association. It shall be the duty of the First Vice-President to function as Membership Chairperson. The First Vice-President shall be responsible for the attendance at all meetings and monthly notification of meeting dates and programs to the membership.

Section C: It shall be the duty of the Second Vice-President to function as Program Chairperson and arrange the program for each meeting, with the exception of those meetings held strictly for business.

Section D: It shall be the duty of the Secretary to keep an accurate record of the proceedings of each meeting, be prepared to read on call the record of any business transaction of any previous meeting, and attend to the correspondence of the Association.

Section E: It shall be the duty of the Treasurer to keep an accurate record of income and disbursement and be prepared to report on call the financial status of the Association.

Section F: It shall be the duty of the Sergeant-at-Arms to maintain order during the meetings of the Association. The Sergeant-at-Arms shall have all members seated in the meeting room by the starting time of the meeting and will collect from each member for the meal and any other assessments determined by the Board. The Sergeant-at-Arms will cause an attendance sheet to be made up, listing the names of all persons (members and guests) present at each meeting and present this list to the Secretary before the meeting is adjourned.

Section G: It shall be the duty of the Historian to research the activities and business of this Association from its beginning and set these findings down in chronological order. This log of business and activity shall be kept current and the Historian will be prepared to make periodic reports to the membership at the direction of the President. The Historian shall also be available to advise the Board of Directors on the proper conduct of the Association business according to the provisions of the Constitution and By-Laws as well as certain resolutions adopted from time to time.

Section H: It shall be the duty of the Port Representative to provide timely updates on the activities and business of the Port of Portland’s Aviation Department to the membership at regularly scheduled meetings and through the regularly published newsletter. It shall be the duty of the Port Representative to assist in the work of the Association and sit as an active member on a standing committee.

Section I: The duties of the Board of Directors shall be as follows:

(a) It shall be responsible for the execution, through its officers, of authorized policies of this Association.

(b) It shall authorize all expenditures and shall not create any indebtedness of the income of the Association, nor disburse funds for purposes not essential to the objectives of the Association.

(c) A majority vote of the Board of Directors shall govern. It shall rule or modify the action of any officer of the Association.

(d) It shall hold special meetings when called by the President of the by written request of five (5) paid-up members of the organization.

6. MEMBERSHIP

Section A: Membership in this Association shall be open to all those interested in promotion of the air cargo industry. There shall be two classes of membership: Active and Honorary.

(a) Active members may be companies or individuals. Each company must have at least one active membership to be designated by name. For voting purposes the company may also name an alternate to act for their active members. Each paid-up active member shall have one vote.

(b) Honorary membership may be individuals, companies or organizations engaged in the air transportation industry. An Honorary member will not have a vote.

Section B: Active membership in the Association shall be granted in the following manner:

Those desiring to become members will submit an application, designated dues annually, and will abide by the Constitution and By-Laws of the Association.

Section C: Honorary members shall be elected by the recommendation of the Board of Directors and the majority vote of the members present at any regular meeting. Honorary membership may be granted individuals, companies or organizations not actively engaged in the air transportation industry, provided: they have rendered or contributed some distinguished service to the air cargo industry.

7. DUES

The dues amount will be set by the Board of Directors. Membership applications will be issued in August of each year and dues are payable by October 31. Dues are not prorated for those who join after October 31.

8. PROGRAMS

The Program Committee shall be chaired by the Second Vice-President and made up of not less than three members (including the Chairperson) and shall provide the program for each regular meeting.

9. MEETINGS

Meetings shall be held on the second Wednesday of each month September through May, or at a time and place determined by the President.

10. RULES

Section A: This Association shall adopt By-Laws for the government thereof in all matters not provided for by The Articles of Incorporation and Constitution, and not inconsistent therewith, which By-Laws shall provide the method of their amendment.

Section B: In the absence of special rules, and except as provided by the Articles, Constitution and By-Laws, the proceedings of this Association shall be conducted in accordance with Robert's Rules of Order, Revised.

11. AMENDMENTS

These By-Laws may be amended at any regular meeting by a two-thirds vote of the members present. All proposals for amendment must be submitted to the Board of Directors and announced to the membership at least one month prior to the meeting at which the vote shall be taken. The membership will receive written notice of the amendments prior to the vote.

12. VOTING

Voting privileges shall be restricted to paid-up members.

13. TEMPORARY AUTHORITY

Directors are empowered to elect an interim Board of Officers to serve until such time as officers and Directors may be elected at a regular time and meeting as specified in above Paragraphs 3 and 4 of the By-Laws.

14. FISCAL YEAR

Fiscal year shall be specified July 1 through June 30.