By-Laws

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ARTICLE I: NAME

Section 1. The purposes of this Association shall be:
AIRCARGO FORWARDERS OF THE PHILIPPINES, INC.

ARTICLE II: PURPOSES

Section 1. The purpose of this Association shall be:
(a) To unit through membership in the Association all Philippine Aeronautics Board approved airfreight forwarders;
(b) To promote the general welfare of all its member:
(c) To represent the members before any forum, governmental or private conferences and meetings in order to voice out the united position of the association in any issues affecting the airfreight industry.
(d) To foster relationship among its member and other association related to the industry;

ARTICLE III: MEMBERSHIP

Section 1. Membership – membership of the Association shall consist of those Philippine Civil Aeronautics Board approved airfreight forwarders who are Member as of the adoption of the Articles of Incorporation and who may from time to time to be admitted to membership in such manner and under such requirements are prescribed By-laws.

Section 2. Qualification of Membership – Membership in the Association shall be open to all PCAB approved airfreight forwarders who are interested in the aims and purposes of the association, who are willing to subscribe to the Articles of Incorporation and by-laws and to such qualifications for eligibility as the Board of Directors may from time to time prescribed.

Section3. Application for Membership – all application for membership shall be made in writing to the secretary of the Association on application for membership shall be reviewed and considered for approval by the Board of Directors.

Section 4. Certificate for Membership – Every Member of the Association shall be entitled to a certificate of membership in such form and design as the Board of Directors may determine.

Section 5. Members in Good Standing – Only Members in good standing as defined in this by-laws shall be entitled to vote, to hold office or otherwise to enjoy the privileges of the Association.

All members duly elected by the Board of Directors who maintain their membership by payment of dues as required under the articles of Incorporation and by-laws and who otherwise qualify shall be considered in good standing to enjoy full privileges of membership

ARTICLE IV: TERMINATION OF MEMBERSHIP

Section 1. Non- Payment of Dues – When at the end of three months period from the end of the month of billing or dues of any member remain unpaid, his membership shall be terminated and shall be properly notified by the Treasurer.

Section 2. Resignation – Any member may resign at any time, but such resignation shall not relieve the resigning member from payment of dues, for the expired portion of the current fiscal year to any unpaid dues. All resignation shall be made in writing to the Secretary of the Association.

Section 3. Expulsion – The Board of Directors at any meeting, by two- thirds vote of those present, and after due investigation, shall recommend the termination of membership of any member who in their judgment has violated the Articles of Incorporation or by-laws or who has been guilty of conduct detrimental to the best interest of the Association. Such action shall be taken up in a general meeting. The majority decision of the members present in the meeting in the services or resources of the Association.

Section 4. Reinstatement- Any member whose membership has been suspended/terminated for any reason except expulsion may, upon submission of a new application for membership, accompanied by reinstatement fee equivalent in amount to the entrance fee plus all pat due accounts may considered for reinstatement under such rules and regulations as may be established by the Board of Directors. Dues shall be charged from the date of such reinstatement. A member terminated should be reported to Civil Aeronautics Board (CAB).

ARTICLE V: MEETING OF MEMBERS

Section 1. Annual Meeting – The regular annual meeting of the Association shall be held in June of each year at such time and place as maybe indicated in the notice of such meeting, for the purpose of electing Directors and for the transaction of each other business as may properly be brought before the meeting. Written or printed notice of the annual member’s meeting shall be mailed postage prepaid to each member of record not less than a month before the date of such meeting.

Section 2. Special Meeting – Special meetings and annual conventions of the Members of the Association may be held at any time upon call of the President, at this discretion, or pursuant to a resolution of the Board of Directors or upon written request of not less than fifteen (15) Members of the Association in good standing. Calls for special meeting, or annual conventions shall specify the time, place and object or objects thereof, and no business than that specified in the call shall be considered at any such meeting.

Section 3. Place of Meetings – All meetings of the Members of the Association shall be held at such place within Metro Manila as the Board of Directors may designate.

Section 4. Members Authorized Official Representative – Every member must submit the names of his authorized official representative and one alternative, both whom must either be the president, CEO,EVP or General Manager of his Company qualified to make decision regarding Association matters and who shall also be considered to assume the position and serve as members authorized official representative. Director or Officer of the Association, or any other capacity as maybe assigned to the member.

Section 5. Vote – At each meeting of the Members, every member shall be entitled to vote in person or by proxy. The votes for Directors or upon any question BEFORE THE MEETING SHALL BE BY BALLOT.

Section 6. Proxies- any member entitled to vote at the meetings of the Members may be represented and vote thereat by proxy appointed in an instrument in writing, subscribe by such Member or his duly authorized attorney, and delivered to the secretary at or before the time of such meeting.

Section 7. Quorum- No meeting of the Members of the Association shall be competent to decide on any matter or transact any business, unless a majority of the members is presented thereat to constitute a quorum is represented at any such meeting, a majority vote of the Members present or represented thereat shall decide on any matter brought before such meeting, unless the concurrence of a greater number is required by the Corporation Law.

Section 8. Election of Directors – the eleven (11) directors of the Association shall be elected by plurality vote in the manner hereinafter provided at the annual meeting of Members for each shall hold office for two year or until successors are duly elected and qualified.

Section 9. Order of Business – The order of business at the annual meeting of the members, and so far as practicable, at all other meetings thereof, shall be as follows:
1. Roll Call
2. Reading and disposal of any Unapproved Minutes
3. Reports of Officer and Committees
4. Election of Directors
5. Unfinished Business
6. New Business

ARTICLE VI: BOARD OF DIRECTORS

Section 1.Number, Qualifications and Elections – The governing body of this Association shall be a Board of eleven (11) Directors who must represent a Member in good stand and shall hold office for a term of two (2) until their successors are duly elected and qualified.
They shall be elected at the annual meeting of the Members from among those nominated by the Nominating Committee.
Every Member of the Association through its representative, except those specifically disqualified under the by-laws, shall be eligible for Director shall be elected after having serve for one year.

Members in good standing means, one who is not in arrears in the payment of all fees, dues and accounts.

Section 2. Duties and Powers – it shall be the duty of the Board of Directors to conduct the business and affairs of the association as mentioned in
Article II- Purposes.

Section 3. Suspension – A Board of Director who falls to attend the meetings for four (4) times, shall be suspended.

Section 4. Vacancies – In case of any vacancy or vacancies in the Board of Directors by reason of death, resignation or any other cause, the directors to fill such vacancies on the basis of the number of votes polled in the preceding election and to serve for the unexpired term of the vacant position.
Any director who transfers another company which is not a member of the Association shall automatically cease to be a director.

Section 5. Meetings- regular meetings of the Board of Directors shall be held at least once in a month on such dates as the President may determine. The Secretary shall given written notice of such meeting, stating the time and the place thereof. Failure to give such notice or irregularity therein shall not affect the validity regular meeting or of any proceeding threat if all the Directors are present at such meeting and did not protest the proceeding.
Special meeting of the Board of Directors may be called by the President on three (3) days notice to each Director personally or in writing, or on the written request signed by at least four (4) directors. Such call specifies the time, place and objects of such meeting.

Section 6. Quorum – A majority of the Board of Directors shall constitute a quorum for the transaction of the business and, in the presence, a majority of the Directors present at any Board meeting shall be sufficient to decide any action.

Section 7. Election of Officers – at the first meeting of the Board of Director after the time fixed for the annual meeting of the members of the Association each year, or special meeting called for the purpose after the annual meetings of the Members, the Board of Directors shall elect from among themselves, A President, A First Vice-President, A Second Vice-President, they will also elect a Secretary and a Treasurer. All of whom shall serve for a term of Two (2) year and until their successors are duly elected and qualified.

Section 8. Appointment of Auditor – The Board of Directors shall appoint an Auditor to examine its books and account for the fiscal year to incoming Board of Directors. No auditors shall be appointed for more than two (2) consecutive fiscal years although he/they may be re-appointed after not having served for one year.

Section 9 .Ex- Officio Director – With the approval of a majority of the Board of Directors, the president of an affiliated association, such not limited to the Philippine International Seafreight Forwarders Association, may sit in the Board as an ex-officio member.

Section 10. AFPI Council of Past President – All previous president of the Association automatically become members of AFPI Council of Past President which shall serve as Advisors to the Board of Directors.

Section 11. Chairman of the Board– The immediate past president shall automatically be designated as Chairman of the Board, who shall lend his experience, expertise and assistance to the Board and the Officers of the Association.

Section 12. Chairman Emeritus – The immediate past Chairman of the Board shall automatically be designated as Chairman Emeritus, who, like the Chairman of the Board, shall lend his experience, expertise and assistance to the Board and the Officers of the Association.

ARTICLE VII: EXECUTIVE OFFICERS

Section 1. Enumeration and Qualifications- The officers of the Association shall consist of the following: President, a First Vice- President, a Second Vice- President, a Treasurer and a Secretary. All officers shall be elected as aforesaid to their respective officers by a majority of vote of the Board of Directors and shall serve for a term of one year, and until their successors are duly elected and qualified.

Section 2. President – The President shall be the Chief Executive Officer of the Association and shall exercise general supervision over the other officers thereof. He shall see to it that the provisions the articles of Incorporation and by-laws as well as the resolution of the Board of Directors are complied with. He shall preside at all meeting of the Association and the Board of Directors. Unless otherwise specifically agreed upon, he shall represent the Association on all occasions and in all matters where it should be represented. He shall perform such other duties as are ordinarily appertaining to his office and those that the Board of Directors may fix or delegate from time to time. The President shall not be qualified to run for re-election after having served for three (3) consecutive terms.

Section 3. First Vice-President- The First Vice-President shall assist the President in the execution of policies and resolutions adopted by the Board of Directors and of Members of the Association and matters relating to the regulation of the affairs and activities of the Association .He shall be vested with all the powers and authorities, and required to perform all of the duties of the of the President during the absence or incapacity of the President for any cause. He shall also perform such other duties as may be assigned to him time to time by the President and/or the Board of Directors. He will automatically assume the presidency when the president’s term ends.

Section 4. Second Vice-President- The Second Vice-President shall assist the President in all matters and activities relating to development of forwarding, research projects and promotion and publicity. He shall also perform such other function as may be assigned to him from time to time by the president and/or Board of Director and which may properly pertain to his office. He shall act as president in case of absence, sickness, inability, incapacity or any other temporary disability of both the President and First Vice President.

Section 5. Secretary – The Secretary shall keep the minutes of all meeting of the Member of the Association and the Board of Directors. He shall give or cause to be given, all notices required by law or the By-laws, as well as notices of all meetings of the Board of Directors and of the member of the Association. He shall be the custodian of the corporate seal and shall affix the same attested by his signature, to such instruments as may required such seal. He shall make and submit such reports as may be required of him by the Board and/ or the president and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 6. Treasurer – The Treasurer shall collect all fees, dues or contribution from the Member as are required under these By-laws and as may authorized by the Board of Directors and of the other Member of the Association from whatever source, take charge of all funds, properties and accounts of the Association, render financial or properly reports periodically or as many be necessary. He shall deposit in the name of the Association in such bank as many designated by the Board of Directors all the money, funds and other valuables effects of the association which may come under his control, subject to his withdrawal there from only upon check or other written demand of the Association signed by the Board of Directors. He shall prepare monthly meeting of the Board a statement of sources and application of funds. He or She shall post bond in an amount to be approved by the Board.

Section 7. Vacancies and Delegation of Duties – If the office of any of the Executive Officers shall become vacant by death, resignation or otherwise the remaining director, if still constituting a quorum, may by majority vote, choose a successor or successors who shall hold office for the unexpired term at a special meeting called the purpose.

ARTICLE VIII: COMMITTEES

Section 1. Nominating Committee – At a meeting of the Board of Directors, called for that purpose, a nominating committee which shall nominate 20 Candidates for election on or before April 30 of each year. The President and the two immediate past President of the Association shall be the Members of this Committee.
The nominating committee shall nominate twenty (20) candidates for election of the Board of Directors at the next annual meetings of the Members of the Association.

Section 2. Standing Committee- The following standing committees composed of as many members as the Board of Directors may determined for terms not exceeding three years, shall be appointed. Each committee shall report its findings and conclusion to the Board of Directors which such recommendation for action as seem appropriate.
(a) A Committee on Ethics of not less than five members which shall have the responsibility for examining and reporting on all abuses and malpractice perpetrated by the members and non-members which are detrimental and prejudicial.
(b) A committee on Airline affairs for (Domestic & International) of not less than four which shall have there for development and coordination of activities designed to bring about better understanding of the nature/purpose of forward-airline relationship.
(c) A Committee on Governmental affairs for (Domestic & International) of not less than five which shall have the responsibility of co-operating with governmental agencies and officials in the furtherance of the objectives of the Association and the public.
(d) A Committee on Research and Development of not less than five which shall have the responsibility for the development and coordination of all searches and training activities of the association including areas or subjects suitable for inquiry, the scope and methods for conducting research projects and reviewing research reports and result as their value for publication and distribution.

Section 3. Other Committees and Assignments – the President with the occurrence of the Board of Directors may from time to time establish other committees for any purpose deemed desirable and assign to standing or other committees for any purpose deemed desirable and assign to standing or other committees any appropriate subject for study and action.

Section 4. Committee Appointments – The President, from time to time in office shall have the authority to appoint the Chairman of the standing and special named in Article VIII, Section 2.

ARTICLE IX: FINANCES

Section 1. Fiscal Year- The Fiscal Year of the Association shall begin on the first day of July and on the last day of June of each year.

Section 2. Entrance Fee- New Members shall pay the Application fee of Php 5,000.00 and Annual Fee of Php 10,000.00 on admission.
The dues shall be payable annually in advance in the month of billing of the dues and annually thereafter at the anniversary date of membership. The amount of entrance fee and annual dues may be increased or decreased as the general membership may decide upon the recommendation of the Board of Directors.

ARTICLE X: AMENDMENTS
Section 1. Amendments- These by-laws may be amended or repealed in whole or in part the affirmative vote of the majority of all members and majority of the Directors of the Association at any regular meeting of the members or in any special meeting duly called for the purpose.

ARTICLE XI: GENERAL

Section 1. Notices- Any notice to Members or any officer or Director shall be deemed sufficiently given if mailed to the last post office address furnished by him to the Association shall be issued by the President.

Section 2. Seal – The Board of Directors may adopt a common seal for the Association, to be in such form and to be used in such manner as the Board shall direct.

Section 3. Order of Business at Meetings- The order of Business at the meetings of the Association, of the Board of Directors, and of other Committees shall be such as may be prescribed by the presiding officers; or if objection be made thereto, then by a majority vote of those present and qualified to vote thereat. Robert’s Rules of Order shall govern all meetings of the Association, of the Board of Directors, and of all other committees on any point not covered by the Articles of Incorporation or By-laws.

Of the Association, of the Board of Directors, and of all other committees on any point not covered by the Articles of Incorporation or By-laws.

Approved and adopted by all the members on July 27,1998.
IN WITNESS WHEREOF, we have hereunto set our hands at Parañaque, Metro Manila, Philippines this 27th day of July,1998.

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