B y l a w s

Article I

Name - This organization shall be known as the Houston Transportation Professionals Association.

Article II

Objective - The principal purpose of this organization shall be to provide members education in Logistics, Transportation and Traffic through various media a transportation network platform, and an opportunity to participate in charitable activities.

Article III

Membership - (1) Application for membership shall be open to any individual or any person of a company, corporation, association, commission, department or agency and who performs duties in connection with transportation logistics, shipping logistics, transportation or traffic affairs of such company, corporation, association, commission, department or agency.

(2) A change in occupation shall not necessarily deprive a member of his/her membership, provided however that such change in occupation shall be subject to review and approval by the Board of Directors.

(3) Life Member - Any person who has been an active member of H.T.P.A. for not less than ten years and who has distinguished himself or herself by meritorious service may be elected by the Board of Directors to life membership.

(4) Eligibility for voting on issues relating to the affairs of the Association shall be limited to members in good standing and life members. Eligibility for holding office shall be limited to members in good standing only.

(5) A member shall be considered to be in good standing when the member pays annual membership dues in a timely manner and the member attends a minimum of four (4) H.T.P.A. functions consisting of at least 3 business meetings and one alternate function (golf tournament or charity event) during the calendar year.

Article IV

Board of Directors - The Board of Directors shall consist of the Chairman (immediate past President), four (4) elected officers, and a Board appointed Media Director. Decisions regarding business affairs of the Association will be made through normal meeting protocol. Decisions that require voting will be limited to the elected officers and will only take place when a minimum of three (3) officers are present. In the event of an impasse, the Chairman will cast the deciding vote.

Officers - The officers shall be elected by the membership and shall consist of a President, Vice President, Secretary, and Treasurer. Elections will be held annually with each term of office being twelve (12) months.

Officers may be re-elected for a second, consecutive 12-month term, but may not serve more than twenty-four (24) consecutive months in the same office, except the Treasurer who may serve continued consecutive terms at the discretion of the governing board.

The maximum consecutive length of time that any person may serve on the Board is 8 years, except the Treasurer and Media Director. Any director having served 8 years consecutively or in the capacity of Chairman is ineligible to serve on the Board for a period of 4 years. Officers are ineligible to serve in a position that is the same as or subordinate to their previous position for a period of 4 years.

It shall be the duty of the Officers and Board of Directors to discuss and act on all matters that may be of value and interest to the Association and take appropriate action.

The Board of Directors shall be responsible for the timely execution of financial obligations for which the Association is obligated by law or government agency, or otherwise voluntarily obligates itself to, the management and reasonable preservation of funds generated from fundraising events, and the management and subsequent award of scholarship funds.

Any planned action of the Board regarding the financial investment of Association funds or Amendments to these By-Laws shall be approved by the membership at a regular meeting prior to execution of that action.

Using funds from the Association's general treasury, the Officers and Directors of HTPA are authorized to secure and maintain Directors & Officers Liability Insurance during the terms of officer positions and Board seats described in these By-Laws.

Article V

Annual Membership Dues - Annual membership dues shall be set in an amount to be determined by the Board of Directors.

Membership dues shall be payable by the 31st day of December for the following calendar year.

Any member found delinquent in paying dues for thirty (30) days shall be struck from the Association's membership roster without notice. Delinquent applicants will be re-instated upon payment of annual membership dues.

At its option, the Board of Directors may establish a reduced membership dues assessment in consideration of admitting new members between September 1st and December 31st of any year.

Life members shall not pay dues.

The Board of Directors shall reserve the right to adjust new member dues at its discretion and such fees shall be deemed in force at such time as they are approved by the Board.

Article VI

Business Meetings - Business meetings will be held on the second Thursday of February, April, June, September and November. Business meetings will commence at twelve noon and conclude by 1:30 p.m. Special meetings can be called by the President. The date(s) of any regularly scheduled business meeting(s) may be changed to accommodate conflicting events. Twenty (20) per-cent of the membership shall constitute a quorum.

Article VII

Amendments - Proposed amendments to these bylaws shall be considered in effect if ratified by a two-thirds vote of members present at a meeting, provided there was fifteen (15) days written notice to all members that there are amendments to be considered. The Board of Directors, at its option, may deliver such written notice electronically by email.

Article VIII

Election of Officers - (1) A Nomination Committee composed of two shipper members and two industry members shall be appointed by the Board of Directors.

(2) The Nominating Committee shall nominate two (2) or more candidates for each office. The committee shall also include, upon indication of his or her willingness to serve, the incumbent vice president in the slate for President.

(3) The Nominating Committee shall advise the Board of Directors in writing of the nominated slate no later than November 1st. Formal announcement of the nominated slate to the membership will occur at the November meeting and will be posted on the Association Web site thereafter. Electronic voting will begin the following day and will continue through the end of the month of November. There shall be an accommodation in the electronic ballot for "write-in" voting for each office. Election results will be announced at the Association's annual holiday luncheon and on the Association Web site thereafter.

Office Vacancies - (1) Office vacancies shall be filled in the following manner:

(a) Should the office of President be vacated, the Vice President shall assume the duties of Acting President. The Acting Vice President shall be appointed by the Board. At the next regular election, any acting officers shall be eligible for nomination to the same office. If elected, it will constitute their first term and they may choose to be considered for an additional term.

(b) Should the office of Vice President, Secretary or Treasurer be vacated, an acting officer shall be appointed by the Board of Directors to fill the vacated office.

Article IX

TCI Convention - The President shall be an automatic official delegate, with not more than two (2) additional delegates, to attend and represent the Association at the annual Transportation Clubs International Conference.

The HTPA Bylaws published here were ratified by a two-thirds vote of the membership
in attendance at the HTPA Business Meeting on 10 November, 2011.

Advance notice of this vote was delivered eletronically to the full membership on 4 October, 2011.