1.0 NAME, PURPOSE AND MISSION
The U.S. Exporters Competitive Maritime Council has been formed to address the issues regarding the export of Project Cargo and associated equipment from the United States that affect shippers and their customers. Included in the interests of the U.S. Exporters Competitive Maritime Council are the rules and regulations governing shipping of materials financed through the Export-Import Bank of the United States (EX-IM Bank) and other shipments subject to cargo preference regulations. The U.S. Exporters Competitive Maritime Council will also review the consequence of the U.S. Maritime Administration interpretation of, policy decisions related to development of, and enforcement of the applicable regulations.
1.1. Name
The name of the organization shall be “U.S. Exporters Competitive Maritime Council”
1.2. Purpose
To represent the interests of United States Exporters and Suppliers with respect to project cargo, export trade, and transportation issues.
1.3. Mission
To promote, foster, and maintain a competitive export environment, effecting change through participation and initiation of key initiatives.
2.0 MEMBERSHIP
2.1. Members Status
There shall be one class of Members of the ECMC, all of whose voting rights and interest shall be equal.
2.2. Company Eligibility
ECMC Membership privileges will be granted to Companies that have active interests and involvement in maritime issues of identified concern to the Council. Member companies may include Shippers, Freight Forwarders and Related Independent Companies without discrimination, provided that a simple majority of Shipper Members exists at all times, reflecting the founding principle of the ECMC as a Shippers group.
2.3. Member Representation
2.3.1 Official Representative
The Official Representative must be recognized by the Member Company to represent, speak, and vote on behalf of the Member Company.
Each Member Company must nominate a Primary Representative, who would be expected to attend all meetings, vote on behalf of the Member Company, and to whom all ECMC correspondence will be directed.
Each Member Company may choose to nominate an Alternate Representative. The Alternate Representative would perform the duties of the Primary Representative when the Primary Representative is not available. If the Member Company desires, the ECMC will include the Alternate Representative on all correspondence.
2.3.2 Company Representative
Each Member Company may select an employee of the Company or an Agent of the Company as its official or alternate representative.
2.3.2.1 Centralized or Decentralized
Each member Company will nominate a representative who represents the entire Company, i.e., Corporate Representative, or can name a representative for each Company within the Corporation.
If a Member Company is a corporation and wants some or all of the subsidiaries within the Corporation to be ECMC Members, each prospective Member Company must be voted on as an individual Member per these By-Laws. All The By-Laws also apply to each individual Member Company within a Corporation.
The member Company can change its decision about centralized or decentralized representation only once annually.
2.3.2.2 Agent Representation
Member Companies may decide to name an Agent rather than an employee as the Member Company’s representative. To do so, the Member Company must submit a Letter to the ECMC President and the ECMC Membership Committee Chairperson nominating the individual to act as its Member Agent. The ECMC Membership shall vote on The Agent as if the Agent were an employee of the Member Company.
The Agent must abide by the By-Laws of the ECMC.
The Agent must be as knowledgeable as an Employee of the Member Company’s project cargo and other shipping matters and empowered to speak and vote for the Member Company.
The Agent may not be an employee of a government entity or an employee or representative of a carrier of any mode of transportation.
2.3.3 The ECMC will allow one (1) person to represent only one Member Company.
2.3.4 The Alternate Representative and other interested parties from Member Companies may attend the ECMC meetings. However, only the Primary Representative, or the named Alternate Representative in attendance if the Primary Representative cannot attend, may vote. There is only one (1) vote for each Member Company.
2.4 New Members
2.4.1 Selection Process
2.4.1.1 Any current ECMC Member in good standing may recommend a candidate for membership in the ECMC. Recommendations for new Members are to be forwarded to the Membership Committee.
2.4.1.2 In reviewing the merits of inviting a prospective new Member to join the ECMC, the Membership Committee shall consider the following:
2.4.1.2.1 Prospective Members should demonstrate that they are an active participant in Maritime issues consistent with the Mission and Purpose of the ECMC.
2.4.1.2.2 Prospective Members must be project oriented, and have a significant U.S. presence such as an office domiciled in the U.S.
2.4.1.2.3 Prospective Members should frequently use ocean transportation service (American / foreign flagged).
2.4.1.2.4 Prospective Members that are freight forwarders should be able to demonstrate to the Membership Committee that they have significant global “project forwarding” experience.
2.4.1.2.5 Prospective Members should give assurances of their willingness to attend ECMC meetings, serve on Committees or Sub-Committees, and support ECMC initiatives.
2.4.1.3 The Membership Committee will forward its recommendations (favorable or unfavorable) to the Executive Committee. An invitation for Membership can be extended upon a favorable vote of a majority of the Executive Committee.
2.4.2 Acceptance
Once the Executive Committee has voted to extend an invitation to join the ECMC to a prospective Member, the new Member must formally accept the ECMC By-Laws and the Antitrust Compliance Guide, and agree to abide by both.
2.5 Revocation of Membership or Loss of Voting Rights
2.5.1 Basis for Consideration
The Executive Committee may consider revocation of Membership, banning an individual from ECMC Membership, and suspension of Membership voting privileges for violation of ECMC rules, failure to actively participate and support the Council, actions specifically mentioned as not being permitted by these By-Laws, violations of the Antitrust Compliance Guidelines, or for other reasons the Executive Committee determines warranted.
2.5.2 Process
To commence the process of revoking a Membership or suspending voting rights, a Member in good standing presents the alleged violation to the Executive Committee for review. After its review of the circumstances, the Executive Committee may take such action as deemed appropriate to maintain the integrity of the ECMC. Such action may vary in degree from a verbal reprimand, to a suspension of voting privileges, to a recommendation banning the individual from the ECMC, to a recommendation for revocation of the Company’s Membership.
2.5.3 Decision
2.5.3.1 Banning or Revocation
If the Executive Committee recommends either banning the individual or revoking Company Membership, the action must be presented to the General Membership for a vote. A majority vote of the ECMC Members is required in either instance.
2.5.3.2 Suspension of Voting Rights
The Executive Committee may elect to temporarily suspend a Member’s voting rights without presenting this decision to the General Membership. The Member’s voting rights will be automatically reinstated at the end of the suspension, subsequent to the next meeting attended by the Member.
3.0 OFFICERS AND DUTIES
3.1 Officers
The officers of this organization will be Chairman, President, Vice President, Secretary, and Treasurer. The officers will serve for a period of one year. Prior to the expiration of which, the President will appoint a nominating committee for the purpose of selecting and recommending to the Membership for their consideration at a general Membership meeting, subject to nominations from the floor by qualified Members, nominees for any or all offices.
4.0 COMMITTEES
4.1 Standing Committees
The ECMC shall establish the following Committees as permanent or Standing Committees.
4.1.1 Executive Committee
The Executive Committee may consider revocation of Membership, banning an individual from ECMC Membership, and suspension of Membership voting privileges for violation of ECMC rules, failure to actively participate and support the Council, actions specifically mentioned as not being permitted by these By-Laws, violations of the Antitrust Compliance Guidelines, or for other reasons the Executive Committee determines warranted.
4.1.1.1 Membership
All current ECMC officers are Executive Committee members. The ECMC Chairman is the Committee Chair.
4.1.1.2 Purpose
The purpose of the Executive Committee is to provide leadership, management, and guidance of the ECMC.
4.1.1.3 Executive Committee Meetings
The Chairman will conduct meetings as necessary. Any officer can request the Chairman to call a meeting. All meetings shall be documented to the degree necessary to comply with Section 5.0 General Membership Meetings. The Chairman shall present to the General Membership a summary of each Executive Committee Meeting conducted since the last General Membership Meeting.
4.1.2 Membership Committee
4.1.2.1 Membership
The President shall appoint at least two (2) and no more than five (5) Members to this Committee. Membership on the Committee is subject to review and to change whenever officer elections are held. The President shall appoint a Committee Chair from the Committee Membership.
4.1.2.2 Purpose
The Membership Committee shall be responsible for identifying, discussing, and making recommendations to the ECMC regarding issues affecting ECMC Membership.
4.1.2.3 Membership Committee Meetings
The Membership Committee shall meet as necessary to discuss nominees and applications for new membership, and make subsequent recommendations to the General Membership as discussed in Section 2.0. The Membership Committee shall meet as necessary to address issues directed to the Committee by the President. The Membership Committee Chair is responsible for documenting all meetings to the degree necessary to comply with Section 5.0 General Membership Meetings.
4.2 Ad Hoc Committees
When deemed necessary, the President shall establish Committee to address specific purposes and issues.
4.2.1 Membership
In each case, the President shall appoint at least two (2) and no more than five (5) Members to serve on each Committee. The President shall also appoint a Committee Chair from the named Members.
4.2.2 Meetings
The Committee Chair shall determine when and how often the Committee shall meet. The intent is to meet only as often as is necessary to accomplish the purpose of the Committee. The Committee Chair is responsible for organizing and running Committee meetings, documenting the meetings, and reporting on the progress of the Committee to the General Membership.
5.0 MEETINGS
5.1 Frequency
5.1.1 The General Membership will meet at least annually and on an as needed basis as directed by the Chairman.
5.1.2 Committee meetings will meet as necessary and as
5.2 Notification
5.2.1 At each meeting of the General Membership, the Chairman will be responsible for announcing the time and place for the next meeting, subject to approval by the General Membership. The Chairman may use email to call “as-needed” meetings and to receive acceptance by General Membership.
5.2.2 The Committee Chairs are responsible for informing Committee members about the date, time, place, and method for holding Committee meetings.
5.3 Rules of Order
Robert’s Rules of Order will govern the business deliberate, decisions and conduct of all Committees and General Membership meetings.
5.4 Attendance
Members will attend at least one (1) meeting of the General Membership annually. If a Member fails to attend at least one meeting of the General Membership in any twelve month period, the Executive Committee may suspend the Member’s voting tights. The Member’s voting rights will automatically be reinstated at the end of the suspension, subsequent to the next meeting attended by the Member.
5.5 Quorum
5.5.1 General Membership
5.5.1.1 A quorum at any General Membership meeting will consist of no less than five (5) Members in good standing, and will be presided over by the Chairman, President, Vice President, Secretary, or Treasurer.
5.5.1.2 Voting
For purposes of proposing and adopting resolutions at ECMC meetings or by electronic mail, a quorum will exist only to the extent the simple majority of Shipper Members is in a position to vote on the stated resolution.
5.5.2 Committees
A quorum shall consist of at least two (2) Members assigned to the Committee, including the Committee Chair.
5.6 Minutes
5.6.1 All meetings of the General Membership and of the Committees will be documented. The full minutes will be published to the Members through the General membership Meetings.
5.6.2 No Member of the ECMC may release, or cause to be released, the minutes or summary of meetings or discussions of the General Membership or of any Committee meeting, to any party external to his own company or legal counsel.
6.0 EXTERNAL COMMUNICATIONS
6.1 The Chairman and President are solely responsible for all communications external to the ECMC. This includes all written and verbal communication. Any Member of ECMC providing written or verbal communication outside of the ECMC Membership must get written approval of the Chairman and President.
6.2 No Member of the ECMC may utilize the name of the ECMC in furtherance of his own specific objectives in dealing with the Government, marine carriers, or suppliers/vendors and subcontractors.
6.3 No Member of the ECMC will represent himself as a spokesperson for the ECMC to any party without the written consent of either the Chairman or the President.
6.4 No communications concerning the activities of the ECMC will be released to the press by any individual Member. All such communication will be properly documented by the ECMC or sub-committee properly designated Member and approved by the Chairman or the President.
6.5 All communications made on behalf of the ECMC with Government agencies, representatives of the Administration or House of Congress will be properly documented and approved prior to submission by the Chairman or the President.
6.6 ECMC Members shall refer to the Chairman or the President any requests for comments or opinions made by any person employed by or acting as a representative of the press, any publication, the government, a carrier, or other logistics service provider.
7.0 AMENDMENTS
7.1 Submission
Amendments to the articles of articles of the constitution shall be submitted in writing by any Member in good standing at any general membership meeting.
7.2 Adoption
Every amendment when presented as outlined in 7.1. Submission above shall be voted on at the next General Membership meeting, and will be adopted only by majority of eligible Members present at said meeting and voting by secret ballot. Any proposed changes of these articles must be submitted to the entire active Membership before it may be legally voted upon by the Membership.
8.0 ANTITRUST
8.1 Compliance
Members of ECMC may be direct and indirect competitors. They may also be suppliers of goods or services to other members. The guidelines detailed below will be strictly enforced. All Members must agree to and abide by these rules to remain participants.
8.2 Antitrust Compliance Guide
All Members shall have a copy of the ECMC’s Antitrust Compliance Guide dated April 1998. All Members are required to comply with all sections of the guide.
8.3 Topics To Be Avoided
During meetings of General Membership or Committees, there will be no discussion by any Member of the ECMC or guests of any of the following topics:
- Prices
- Terms
- Costs (including freight costs)
- Profits or profit margins
- Product or service offerings
- Production or sales volume
- Production capacity
- Market share
- Decisions to quote or not to quote
- Customer or supplier classification or selection
- Sales territories
- Distribution methods
- Specific active or future projects
- Specific supplier contracts or performance
- Specific carrier contract or performance
8.4 Internal Lobbying or Solicitations
Discussion of matters between Members and with invited guests is important to arrive at consensus and help Members understand the facts behind the issues before them. However, no Member company or guest shall attempt to improperly influence the vote of another Member company with which it may have or will have a business relationship (i.e. such as between a shipper and a freight forwarder).
9.0 DISSOLUTION
9.1 Submission
9.1.1 Motion to Dissolve
At any time, any Member in good standing may submit a motion in writing to dissolve the ECMC. The motion must contain an explanation about why dissolving the ECMC is in the interest of the Members, and propose the time or date for dissolving the ECMC.
9.1.2 Timing of Submission
A motion to dissolve must be submitted to all Members in writing at least two (2) weeks in advance of the General Membership meeting at which the resolution to dissolve will be discussed and voted on by Members in attendance.
9.1.3 Voting
A motion to dissolve must receive three quarters (75%) of the votes of Members in attendance at the General membership meeting to pass.
9.2 Notification
When a motion to dissolve has passed, the Chairman will issue a notice announcing the decision to all Members and other organizations as deemed appropriate by the Executive Committee.
9.3 Disposal of Assets
If the ECMC votes to dissolve as described in 9.1 Decision to Dissolve above, the assets will be transferred to the immediately succeeding organization. If there is no succeeding organization, the assets will be returned to those active Members providing the assets, for them to return to the companies they represent.
Last updated
7/7/08
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