BY – Laws
updated April 2018
The BY-LAWS of the
FOREIGN COMMERCE CLUB OF NEW YORK, INC.
The Foreign Commerce Club of New York, Inc., formed in 1914, was duly incorporated
July 2, 1915, under the Membership Corporation Law of the State of New York. Its
Corporate objects as set forth in the Certificate of Incorporation are:
“To voluntarily bring about a better acquaintance and fellowship among those directly or
indirectly interested in foreign commerce and to afford its members the advantages of
lectures on transportation and enhancement of foreign commerce in all its phases”.
Its By-Laws, as duly amended and revised to date, follow:
Section 1. (a) There shall be five (5) classes of Membership: Individual, Honorary, and
Life, Corporate, Club Partner
Section 2. Any person twenty one years of age or over and interested in foreign
commerce may become a member of the club.
Section 3. Honorary Members. The board of Governors, at a duly organized meeting
may, by a majority vote elect as an honorary member, anyone who has rendered
exceptional service to the Club. Honorary members shall be exempt from payment of
dues and shall be entitled to all privileges of resident members. Honorary membership
shall be conferred upon all Past Presidents of the Club.
Section 4. Life Members. Members of the Club who have been members, in good
standing, for 25 consecutive years and have retired from business shall, upon their
request in writing to the Board of Governors, be granted life membership.
Such life members shall, thereafter, be exempt from payment of dues and shall be entitled
to all the privileges of resident members.
Section 5. Corporate Membership. A corporate membership will be owned by the paying corporation and provide three (3) floating memberships and or seats at each included event. In addition, the corporation will receive recognition on the website, at the dinner, and in all club communications.
Section 6. Club Partner Membership. A club partner membership will be owned by the paying corporation and provide five (5) floating memberships and or seats at each included event. In addition, the corporation will receive recognition on the website, at the dinner, in all club communications, a golf hole sponsorship, logo advertisement where requested, and 10% discount on a journal ad.
Section 7. Resignation. Any member may withdraw from the Club after fulfilling all
obligations to it by giving written notice of intention to the Secretary, which notice shall
be presented to the Board of Governors by the Secretary at the first meeting after it’s
Section 8. Suspension and Expulsion. A member may be suspended or expelled, for
cause; such as a violation of any of the By-Laws or rules of the Club. Such suspension or
expulsion shall be majority vote of the Board of Governors, provided that a statement of
the charges shall have been sent by-mail to the member at his last recorded e-mail
address, at least ten days before final action is taken thereon: this statement shall be
accompanied by a notice of the time when the Board of Governors is to take action,
provided that the said member shall have been given an opportunity to present a defense
in writing prior to the time mentioned to such notice.
Any Officer or Board of Governor that exhibits unprofessional and unethical conduct at
any meeting or function of the Club will be subject to immediate dismissal from their
appointed position on the Board, provided a majority of the officers and Governors are in
agreement that said conduct is unacceptable and a detriment to the reputation or operation
of the Club. The notice of dismissal shall be sent by the President via e-mail at the
earliest opportunity and this decision, once rendered, is final and will not be subject to
Change of occupation shall not suspend or deprive a member of his membership.
Initiation Fees and Dues
Section 1. Application for membership shall be made in writing to the Treasurer on the
form provided for that purpose, accompanied by the dues fee. In the event an applicant is not elected to membership, the dues shall be returned. Members voluntarily resigning from the Club while in good standing may be reinstated to
membership, provided request for reinstatement is made, in writing, to the Secretary
within five years of such resignation and applicant is otherwise eligible for membership.
Section 2. Dues. Except as herein otherwise provided, the only dues for Individual members shall
be $250.00 per annum for members’ payable annually in advance. Corporate Membership and Club Partner Membership level dues will be determined by the board upon each new membership year. All Dues subject to change upon the board’s discretion.
Section 3. Arrears. Members who fail to pay their dues or assessments within thirty days
from the time the same become due, shall be reported by the Treasurer to the Board of
Governors as in arrears and if so ordered by the Board shall be suspended from all rights
and privileges of membership.
Members so suspended may be reinstated by the Board of governors upon payment of all
dues or assessments in arrears.
Section 1. Annual Meetings. There shall be an annual meeting of the Club, between
January 1 and December 31 in each year, for election of Officers and members of the
Board of Governors and the transaction of other business. The Annual report will be
submitted to the Board of Governors at the end of the calendar year.
Notice of such meeting, issued by the Secretary, shall be e-mailed to the last recorded email
address of each member at least ten days and not more than twenty days before the
time appointed for the meeting. All notices of meetings shall set forth the place, date,
time and purpose of the meeting.
Section 2. Regular Meetings. The board of Governors may arrange club outings,
educational programs and other social functions, and in the case of any social function
may fix and prescribe a per capita charge to be paid by all persons attending the same.
Section 3. Special Meetings. The Board of Governors or the President may, at their
discretion, call a special meeting at the club.
Upon the written request of twenty-five members of the Club, the Board of Governors
shall call a special meeting to consider a specific subject.
Notice for any special meeting shall be given in the same manner as for the annual
meeting. No business other than that specified in the notice of meeting shall be transacted
at any special meeting of the Club.
Section 4. Parliamentary Procedure. “Roberts Rules of good Order” insofar as they may
consistent with the By-Laws, shall govern procedure at all meetings of the Club.
Section 1. Number. The property, affairs, business, and concerns of the Club shall be
vested in a Board of Governors, thirteen in number, consisting of the Presidents, First,
Second and Third Vice Presidents, the Secretary, and Treasurer, the most recently retired
President and six members elected by ballot and referred to hereinafter as “elective
governors”. In order to be eligible for elective office, candidates must be in good standing
for a minimum of one year.
The members of the said Board shall immediately enter upon the performance of their
duties and shall continue in office until their successors shall be duly elected and
qualified. No officer /member/ agent or employee of the Club shall be liable for acts of
failure on the part of any other officer/member/agent or employee for acting under these
A President upon completion of his term of office shall automatically become Chairman
of the Board of Governors, and shall act in this capacity until succeeded by the next
retiring President. If for any reason he is unable or unwilling to accept such
chairmanship, the Board shall elect one of its members as Chairman.
Section 2. Election of Governors and Term. At each annual meeting two elective
governors shall be elected for a term of three years; the term of office of ail Officers shall
be one year. At the expiration of their term any Officer may be reelected.
Section 3. Duties of Governors. The Board of Governors shall have power to hold
meetings at such times and places as they may think proper; to admit members and
suspend or expel them by ballot; to print and circulate documents and publish articles; to
carryon correspondence and to communicate with other Associations interested in
foreign commerce; to employ agents, and to devise and carry into execution such other
measures as they may deem proper and expedient to promote the objects of the Club and
to best protect the interests and welfare of the membership.
Section 4. Meetings of Board. The Board of Governors shall meet the second Wednesday
of each month, and whenever called together by the Chairman or President, upon due
notice given to each member of the Board.
Section 5. Quorum. Seven members of the Board of Governors shall constitute a quorum
for the transaction of business. In the absence of the Chairman, the Quorum present may
choose a Chairman for the meeting. If a quorum be not present the lesser number may
adjourn the meeting at a date not more than ten days later. No proxy vote may be given or
Section 6. Absence. Should any member of the Board of Governors absent themselves
from three consecutive meetings of the Board without sending a communication to the
Chairman or Secretary or any members of the Board, stating a reason for so doing, and if
the excuse should not be accepted by the members of the Board, the seat on the Board
may be declared vacant and the Board may forthwith proceed to fill the vacancy.
Section 7. Vacancies. Whenever any vacancies shall occur in the Board of Governors by
death, resignation or otherwise, the same shall be filled without undue delay by a
majority vote, by ballot of the remaining members of the Board. A person chosen to fill a
vacancy shall hold of office for the unexpired term of his predecessor.
Section 1. Number. The Officers of the Club shall be the President, three Vice Presidents,
a Secretary and a Treasurer.
Section 2. Method of Election. All Officers shall be elected for a term of one year. A
majority of a quorum present shall be necessary to constitute an election.
Section 3. Duties a/Officers. The duties and powers of the Officers of the Club shall be
President. The President shall preside at the meetings of the Club, and shall be a member
ex-officio, with right to vote, of all Committees excepting the Nominating Committee.
The president shall also, at the annual meeting of the Club, and such other times as shall
be deemed proper; communicate to the Club or to the Board of Governors, such matters
and make such suggestions to promote the prosperity and welfare, and increase the
usefulness of the Club, and shall perform such other duties as are necessarily incident to
the office of President of the Club.
Vice President. The Vice-President will oversee the Club functions as assigned by the
President of the Club. In case of the death or absence of the President, or inability from
any cause to act, one of the Vice-Presidents in the order of seniority, shall assume and
perform the duties of his office.
Secretary. It shall be the duty of the Secretary to give notice of and attend all meetings of
the Club and Board of Governors and keep a record of their doings; to conduct all
correspondence and to carry into execution all orders, votes and resolutions not otherwise
committed; to notify the Officers and Members of the Club of their election; at the
request of the Chairman of each Committee, give notice of the meetings of the
Committee; and generally to devote the best efforts to forwarding the business and
advancing the interest of the Club. In case of absence or disability of the Secretary, the
Board of Governors may appoint a Secretary pro term.
Treasurer. The Treasurer shall collect all fees, annual dues, and assessments, keep an
account of all monies received and expends for the use of the Club, and shall make
disbursements only upon vouchers approved in writing by the President and attested by
the Secretary, which vouchers are to be passed upon and approved by the President at the
end of the month. The Treasurer is also to keep a list of members of the Club; and to
prepare, under the direction of the Board of Governors, an annual report of the
transaction and conditions of the Club. The treasurer shall deposit all sums received in a
bank or banks, or trust company approved by the Board of Governors and make a report
at the monthly meetings or when called upon by the President. Funds may be drawn only
as authorized by the Board of Governors.
The funds, books and vouchers shall at all times be under the supervision of the Board of
Governors and subject to its inspection and control, and shall be audited annually by the
Club Auditors; at the expiration of the term of office, the Treasurer shall deliver to the
successor all books, monies and other property, or, in the absence of the Treasurer-elect,
to the President. In case of the absence or disability of the Treasurer, the Board of
Governors may appoint a Treasurer pro term.
Section 4. Vacancies. How filled. All vacancies in any of office shall be filled by the
Board of Governors without undue delay at its regular meeting, or at a meeting specially
called for that purpose. The person so chosen shall hold office for the unexpired shortest
pending term of an existing governor. The governor he/she is replacing will then be voted
on for a new term. In the event an officer in good standing is stepping down from an
existing position during his/her term, and the board as well as he/she wishes to stay on as
governor, he/she will assume the shortest pending term of an existing governor. The
governor he/she is replacing will then be voted on for a new term.
Section 5. Compensation of Officers. The Secretary, Treasurer, Journal Chairman, and
President shall receive such salary or compensation as may be determined by the Board
Section 1. At a regular meeting of the club to be held in August of each year, the Board
of Governors shall elect a Nominating Committee of no less than 5 members who shall
prepare a list of candidates for each of the officers and governors terms to be filled at the
annual election. The Nominating Committee shall submit its report to the Secretary at
least thirty days prior to the annual meeting.
Thirty-five members in good standing may place in nomination the names of other
members not selected by the Nominating Committee. Notification of such nomination
shall be delivered to the Secretary at least fourteen days before the date of the annual
election. The Secretary shall then give notice, bye-mail, to all members at least seven
days prior to the annual meeting/Dinner. Only those members named in that notice will
be eligible for election.
Section 2. Other Committees. As soon after his election as practicable, the President shall
appoint the Chairpersons of Committees to consist of as many members as considered
advisable. Committees shall be open to members and not restricted to Board of
In addition to the event committees, a Membership Committee consisting of a
Chairperson, Co- Chairperson and as many members as considered advisable shall be set
up for the purpose of promoting the Club and increasing membership and support
throughout the calendar year.
Section 3. Special Committees. The President may, at any time, appoint other
Committees on any subject for which there are no standing Committees of the Club.
Section 4. Committee Quorum. A majority of any Committee of the Club shall constitute
a quorum for the transaction of business, unless any Committee shall, by a majority vote
of its entire membership, decide otherwise.
Section 5. Committee Vacancies. The various Committee Chairpersons shall have the
power to fill vacancies in their Committees. Vacancies in the Nominating Committee
shall be filled from those who were nominated but failed to be elected to that Committee,
giving priority of appointment to the vacancy according to the number of ballots cast for
Section 6. No Committee shall expend or in any other way commit expenditures without
prior written authorization of the Board of Governors
Section 1. These By-Laws may be amended, repealed, or altered, in whole or in part, by a
majority vote of the members present at duly organized meeting of the Club, provided the
proposed change is submitted by mail to the last recorded address of each regular
member at least two weeks before the time of the meeting which is to consider the
change. Revised June 1, 1987. Revised June, 1993. Revised March 2005. Revised March
2014. Revised April 2018
Section 2. The Club shall arrange and absorb the cost for storage of historical records.
These files should contain annual records/Journals/pictures and any related information
for the purpose of future reference by all Officers/ Governors or members of the Club.