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Rules of Membership
ARTICLE I – ORGANIZATION
1. Name - The name of this Program shall be the Platinum Performance Program. In these Rules the acronym P3 shall mean the Platinum Performance Program. A participant in the program will be known as a P3Member.
2. Purpose - The purpose of the Program shall be to provide a method of establishing, maintaining, and marketing a branded, best practices program designed to identify and promote participating property brokers, freight forwarders, motor carriers, and freight bill audit & payment companies that, as a condition of membership, agree to strictly abide by standards for conducting business with industry members as established and described in the companion documents attached, Exhibits A, B, and C which are incorporated herein by reference, and agree to the requirements set forth in Article II.
3. Headquarters - The principal office of the Program shall be located at the headquarters of the Transportation Intermediaries Association (TIA), Inc. The Program also may have offices at such other locations as the TIA Board of Directors may, from time to time, determine to be necessary for the conduct of the Program’s business.
4. Definitions – For purposes of these Rules, the following definitions shall apply:
A. Property Broker – A property broker, as defined by Federal statute, means “a person, other than a motor carrier, that as a principal or agent, sells, offers for sale, negotiates for, or holds itself out by solicitation, advertisement, or otherwise as selling, providing, or arranging for transportation by motor carrier for compensation” under the appropriate Federal license.
B. Freight Forwarder – A freight forwarder, as defined by Federal statute, means a person that holds himself or herself out to provide interstate transportation by motor carrier for compensation and in the ordinary course of business (a) assembles and consolidates, or provides for assembling and consolidating, shipments and performs or provides for break-bulk and distribution operations of the shipments, (b) assumes the responsibility for transportation from the place of receipt to the place of destination, and (c) uses for any part of the transportation a carrier subject to [Federal] jurisdiction.”
C. Motor Carrier – As defined by Federal statute, means “a person providing motor vehicle transportation for compensation” and who, as required by law, is properly registered with the Federal Motor Carrier Safety Administration to conduct common and/or contract services.
E. Intermediary – For purposes of these Rules, an intermediary shall mean a property broker and/or freight forwarder as defined above.F. Binding Arbitration – Binding Arbitration is a process where the parties to a dispute agree to resolve it through a legally binding decision by a neutral third party concerning the rights and liabilities of the parties.
G. Mediation – Mediation is a process where the parties to a dispute seek to resolve it negotiation facilitated by a neutral mediator.
H. Mediation/Arbitration – Med/Arb is hybrid mediation and arbitration where it is agreed that a disputed matter will be submitted for binding arbitration if it cannot first be resolved through voluntary mediation.
I. TIA – Transportation Intermediaries Association.
ARTICLE II – MEMBERSHIP REQUIREMENTS
In order to be eligible for membership in the P3 Program a prospective or current member must comply with the standards applicable to their type of business as set forth in Exhibits A, B, and C (attached) and must:
1. Be a member in good standing of TIA for at least on year.
2. Have and maintain a TransCredit, Inc. credit score of at least 90.
3. Current members, new members, or prospective members who have difficulty meeting the credit score requirements may appeal to the P3 Board of Governors for a temporary waiver based on special circumstances.
4. Be willing to and pay an annual fee of $150.
ARTICLE III –MANAGEMENT, AND ADMINISTRATION
1. P3 Ownership – The Program shall be part of the TIA and managed by a Board of Governors as set forth below. All intellectual property rights to the P3 Program shall be owned and controlled solely by TIA.
2. Management – The Program shall be managed by a Board of Governors, which shall consist of not less than three property broker/freight forwarder representatives three motor carrier/motor carrier industry association representatives, and one freight bill audit & payment company representative. The chairman of TIA shall be a non-voting ex officio member of the Board of Governors. The immediate past Chairperson of the Board of Governors shall be an ex officio non-voting member for a two-year term. Provided however, in the event of a tie among Board of Governors casting ballots on matters presented for consideration, the TIA Executive Director may cast the deciding vote.
3. Selection and Terms of Office –Subsequent to the initial year, a three-member Nominating Committee of P3 members, comprised of one representative each from the property broker/freight forwarder and motor carrier/motor carrier industry association representatives, and the incoming chair (chair elect) of the TIA Board of Directors shall recommend to the TIA Board of Directors candidates for appointment to fill vacancies created by expiring terms. The initial Board of Governors shall be designated/elected for staggered terms of one year and two years The TIA Board may re-elect members of the Board of Governors for additional terms to meet the needs of the P3 Program. The TIA Board of Directors may add additional member positions to the P3 Board of Governors provided the rations of property broker/ freight forward, motor carrier/motor carrier industry, and freight bill audit & payment company remain unchanged from the initial board. The TIA Board of Directors may elect nominated P3 members to the P3 Board of Governors by a simple majority.
4. Officers – The Chairperson, a Secretary, and a Treasurer. The positions of Secretary and Treasurer shall be filled by election of the P3 Board of Governors by simple majority, with one designee for office each, from the property broker/freight forwarder, motor carrier/motor carrier industry association, and freight bill audit & payment groups. The designated Secretary and Treasurer shall serve for one-year terms commencing April 1 each year. Officers may be re-elected for additional two-year terms.
5. Administration – The chairperson shall serve as administrator of the Program conducting its affairs in accordance with the policies and directives of the Board of Governors.
6. Vacancies – When a vacancy arises on the P3 Board of Governors, a replacement shall be nominated by the three person nominating committee. The TIA Board of Directors shall act on the nomination(s). Such elected member(s) shall serve the remainder of the term of the Governor being replaced.
7. Removal and Resignation of Governors – A Governor may be removed from the P3 Board by recommendation of a majority vote of the P3 Board and confirmation action by the TIA Board of Directors. Removal shall be automatic if the Governor’s participating employer is expelled from the Program for non-compliance with established best practices or no longer is a member in good standing of TIA. A Governor may resign at any time by giving written notice to the Secretary of the Program and such resignation shall take effect upon receipt thereof.
8. Action of the Board – Subject to Quorum requirements (below), each Governor of the Program shall be entitled to one (1) vote on policy and other matters that may be considered by the Board of Governors. A vote by Governors physically present or those participating by voice or videoconference, at the time of a vote shall be determinative for the purposes of setting policy for the Program.
9. Quorum – At least two Governors from the property broker/freight forwarder group and two Governors from the motor carrier/motor carrier industry association group must be physically present or participating by voice or video conference, to constitute a quorum for the transaction of business.
10. Meetings – The Board of Governors shall meet at least twice annually at the office of the TIA or at such other location as the TIA Board of Directors may designate. Notice of all meetings of the Governors shall be provided at least thirty (30) days prior to said meeting by U.S. mail, facsimile, or other verifiable electronic means. A majority of the Governors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to Governors in writing by fax or e-mail who are absent at the time of the adjournment. Notice of the next meeting shall be given all Governors in the manner described above.
11. Compensation – Officers and Governors shall serve without compensation.
12. Dues - Qualified members of the Program, annually, shall pay dues in an amount recommended by the P3 Board, and determined and approved by a two-thirds vote of the TIA Board of Directors.
ARTICLE IV – DUTIES OF OFFICERS
1. Chairperson – The Chairperson of the Program shall be its Chief Administrative Officer. He or she shall preside at all meetings of the Governors and shall be responsible for the general management of the affairs of the Program. He or she shall see that all orders and resolutions of the Board of Governors are executed and that the administration of the Program is conducted in accordance with the purposes thereof. The Treasurer shall have the care and custody of all funds and securities of the Program, and shall deposit said funds in the name of the organization in such bank or trust company as the TIA Board of Directors directs. The chairperson shall, when duly authorized by the Board of Governors, sign and execute all contracts, checks, drafts, notes and orders for the payment of money. The Chairperson, at all times and in consultation with the Treasurer, shall disclose and furnish the Program’s books and accounts to the TIA Board of Directors at least annually. He or she shall prepare and present a financial report of the affairs of the Program as directed by the TIA Board of Directors.
2. Treasurer – The Treasurer shall review the Program’s books at least annually and report on the financial condition of the Program to the Governors at each meeting thereof or at such time as the Board of Governors may direct. The Treasurer may retain the services of a Certified Public Accountant to conduct the required annual review.
3. Secretary – The Secretary shall keep the minutes of the Board of Governors meetings. The Secretary shall prepare and serve all notices of the Program and shall have charge of such books, documents and files as the Board of Governors may direct. The Secretary shall attend to the correspondence of the Program and perform all duties incidental to his or her office.
4. Committees – Committees of the Program may be established and abolished by the Board of Governors at its discretion. Members of such committees shall be appointed by majority vote of the P3 Board of Governors and serve terms designated by the Board of Governors. All such committees shall be chaired by a Governor of the Program, with a Governor chairing no more than one committee concurrently. ARTICLE V – VOLUNTARY DISPUTE RESOLUTION
1. Voluntary Nature – The use of the P3 Member mediation/arbitration process is available to P3 members who voluntarily agree to utilize it.
2. Preserving Litigation Rights – Any member involved in a dispute that it has not agreed to submit it for mediation/arbitration under these Rules and associated appendices shall not forfeit its right to initiate suit as may be allowed by statute, contract, or applicable case law.
3. Failure to Comply – Any member involved in a dispute who has agreed to submit to mediation/arbitration under these Rules and associated appendices, and who fails to comply with this Agreement or correct a violation of the Agreement in a timely fashion satisfactory to the P3 Board of Directors, shall have abrogated its participation in this Program and its associated best practices effective upon its failure to comply.
ARTICLE VI – MEDIATORS AND ARBITRATORS
1. Selection and Qualifications – The Chairperson of the Program shall develop and disseminate to the Governors a list of the mediator/arbitrator applicants. The list shall include a brief resume or vitae of each applicant, providing details of each applicant’s experience in transportation law and dispute resolution activities. From such list, the Board of Governors shall select at least four (4) applicants who shall be designated as qualified mediators/arbitrators for dispute resolution purposes. The remaining list of applicants shall be maintained as a reserve that may be used to fill a mediator/arbitrator vacancy that may arise or to add to the list of qualified persons as business dictates. The list of qualified mediators/arbitrators shall be reviewed and re-affirmed by the Board of Governors at its annual meeting. In no circumstances shall the list of mediators/arbitrators be allowed to contain fewer than four (4) qualified persons. No Governor of the Program, while serving in that capacity, may serve as a mediator/arbitrator.
2. Lists of Mediators and Arbitrators – A Chairperson shall be responsible for maintaining a directory of the mediators and arbitrators. Names can be obtained by contacting the Transportation Intermediaries Association. Such mediators and arbitrators shall be members in good standing of organizations approved by the Board of Governors.
3. Compensation – Each mediator/arbitrator shall receive such compensation for each dispute handled as may be negotiated by the members to the dispute and the mediator/arbitrator.
4. Anonymity – The identity of qualified and approved mediators/arbitrators, at all times, shall be a matter of public record. The names of individuals and/or corporations or other legal entities involved in any mediation/arbitration process shall be kept confidential by all parties and members unless the parties to the process agree in writing to the disclosure.
5. Removal or Resignation of Mediator/Arbitrator - A mediator/arbitrator may be removed from the list of qualified persons for the purposes of this program by a majority vote of the P3 Board of Governors and/or the TIA Board of Directors. A mediator/arbitrator may resign at any time (except during pending disputes being handled by said mediator/arbitrator) by giving written notice to the Chairperson effective upon receipt of said notice.
A list of Recommended Mediators and/or Arbitrators shall be kept on file at the offices of the Transportation Intermediaries Association 1625 Prince Street Suite 200 Alexandria VA 22314-2818
ARTICLE VII – INDEMNIFICATION AND HOLD HARMLESS
By registering for the P3Program and becoming a P3Member, the company, its agents, affiliates, subsidiaries, successors and assigns (“company”) agree to indemnify and hold harmless TIA, the P3Program, their mediators/arbitrators, staff, counsel, governing boards and Grievance Committee, as well as any endorsing organizations, their staffs, from any and all suits, claims, demands or liabilities of any kind whatsoever resulting or arising from the members participation in the P3 Program.
ARTICLE VIII – AMENDMENTS
1. Proposing Amendments - Amendments to these Rules may be proposed by the affirmative vote of a majority of the P3 Board of Governors at any regular or special meeting of the Board; provided that specific notice of the proposed amendment, change, addition or repeal is contained in the notice of the meeting that is disseminated at least fifteen days in advance of the meeting to the Governors.
2. Approving Amendments – Proposed amendments adopted by the Board of Governors shall then be considered by the TIA Board of Directors, which, by majority vote, may adopt the amendment, alter it, or reject it.
The TIA Board of Directors shall have authority to amend these Rules by majority vote.
Adopted this __________ day of _______________, 2007.
Chairperson P3 Board of Governors
__________________________________________ (Signature)
Approved by majority vote of TIA Board of Directors this __________ day of _______________, 2007.
_________________________________________ (Signature)
© August 2007 Transportation Intermediaries Association
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Transportation Intermediaries Association 1625 Prince Street, Suite 200, Alexandria, VA 22314 Phone: (703) 299-5700 Fax: (703) 836-0123 All trademarks listed are the property of their respective owners.
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