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Preamble

As a result of growing interest in freight pipelines in many nations, the International Freight Pipeline Society (IFPS) was established at the 4th International Symposium on Freight Pipelines, Atlantic City, New Jersey, U.S.A., in 1982.

1. Dr. Iraj Zandi, Professor of Civil and Urban Engineering, University of Pennsylvania, was elected as the first president of IFPS.

2. The second President, Dr. Roy Marcus, Professor and Dean, College of Engineering, University of Witwatersrand, South Africa, was elected in 1985 at the 5th International Symposium on Freight Pipelines, Philadelphia, U.S.A.

3. The third President, Dr. Henry Liu, Professor of Civil Engineering, University of Missouri- Columbia, was elected in 1989 at the 6th International Symposium on Freight Pipelines, Columbia, Missouri, U.S.A. and the 7th in Woolongong, Australia.

It is at this 1989 Symposium when the Board of Directors of IFPS decided to accept members on a fee- paying basis, and to expand the activities of IFPS. Following this meeting, the Constitution/Bylaws were drafted by Henry Liu and submitted to the Board of Directors and Regular Members for approval in 1989 and 1990.

4. The fourth President was Dr. George E. Klinzing, Vice President for Research, University of Pittsburgh. During his tenure the 8th and 9th Symposium, in Pittsburgh, U.S.A. and Monterrey, Mexico, respectively. Under Dr. Klinzing's leadership, the IFPS became better fiscally based.

The current IFPS was implemented officially in December 1998.

5. The fifth President was Dr. Thomas R. Marrero from University of Missouri - Columbia, whose tenure begins January 1, 1999.

6. The sixth president was Dr. Yutaka Tsuji from Osaka University, whose tenure begins January 1, 2003.

7. The seventh president is Dr. Haim Kalman from Ben-Gurion University of the negev in Israel, whose tenure begins January 1, 2006.

ARTICLE I: NAME

The name of this organization shall be the International Freight Pipeline Society, acronymed IFPS.

ARTICLE II: OBJECTIVES

The objectives of IFPS are:

1) To promote an international understanding of the potential of freight pipelines

2) To promote the awareness at government level of the various facets and advantages in the use of freight pipelines

3) To encourage educational programs at universities and other tertiary educational institutions to ensure the production of suitable qualified people to facilitate the further development of freight pipelines

4) To provide an international forum in which developments of freight pipeline technology on a world wide basis can be communicated via symposia, newsletters, conferences, lecture courses, etc.

ARTICLE III: PLACE OF BUSINESS

The principal office of business transaction is located in the City of Columbia, Boone County, State of Missouri, U.S.A., or such other places as may be designated by the Board of Directors in the future.

ARTICLE IV: CORPORATE POWERS

The corporate powers, business and properties of IFPS shall be vested in and exercised, conducted and controlled by a board of five (5) Directors, each of whom shall be a voting member of IFPS.

ARTICLE V: OFFICERS AND DIRECTORS

Section 1. The officers of IFPS shall consist of a President, a Vice-President and a Secretary-Treasurer.

Section 2. The Board of Directors of IFPS shall consist of five (5) members including the President, the Vice-President and the Secretary-Treasurer.

Section 3. The President and the Vice President shall be elected by the regular members of IFPS to a term of office of four years beginning on the first (lst) of January following their election. The election procedure is stated in Article XI.

Section 4. Each Director shall be elected by IFPS members to a term of office of four (4) years beginning at the first (1) of January following his/her election. The Directors shall be elected just after the President and Vice president are elected, and serve the same four-year term.. All Directors including the President and the Vice President shall be ineligible to succeed themselves except that a Director may be elected as the President or Vice President and serve the regular term of those offices. The Vice President may be elected to serve as President.

Section 5. The Board of Directors shall appoint the Secretary-Treasurer for a term determined by the Board.

ARTICLE VI: DIRECTORS

The powers and duties of the Board of Directors are as follows:

  1. To elect the officers of IFPS other than the President and the Vice President.
  2. To appoint and remove at pleasure all agents and employees of IFPS, other than the five (5) elected Directors, to prescribe such duties for them consistent with law and these Bylaws, to fix their compensation, if any, and require from them faithful service.
  3. To conduct, manage and control the affairs and business of IFPS, and to make such regulations therefore, consistent with law and these Bylaws.
  4. To approve and admit Members, Corporate Members, and Student Members.
  5. To borrow money and incur indebtedness for the purposes of IFPS and to cause to be executed and delivered therefore, in the corporate name, promissory notes and other evidences of debt.
  6. To collect, and provide for the collection of, dues or assessments in accordance with the provisions of these Bylaws.
  7. To transact all the affairs of IFPS.

ARTICLE VII: PRESIDENT

The powers and duties of the President are as follows:

  1. To preside at all meetings of the Board of Directors and of the members. He/she shall be Chairman of the Board of Directors.
  2. To call special meetings of the members and also of the Board of Directors, at such times as he/she may deem proper.
  3. To sign as President of IFPS all deeds, conveyances, mortgages, leases, promissory notes, contracts, obligations, certificates, and other papers and instruments in writing that may require such signature, unless the Board of Directors shall otherwise direct, and to perform such other duties as the Board of Directors may determine.

ARTICLE VIII: VICE PRESIDENT

The Vice-President shall be elected at the same time when the President is elected, and serve the same four-year term as the President.

The Vice-President shall, in the event of the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall from time to time prescribe.

ARTICLE IX: SECRETARY-TREASURER

The powers and duties of the Secretary-Treasurer are as follows:

  1. To keep a full and complete record of the proceedings of the Board of Directors and of the meetings of the members.
  2. To keep the seal, books and papers of IFPS, and to affix the seal to all instruments executed by the President, or by direction of the Board of Directors.
  3. To sign, in conjunction with the President, or Vice-President, all certificates of membership, promissory notes and other documents unless the Board of Directors shall otherwise direct.
  4. To make service and publication of all notices that may be necessary or proper. In case of the absence, inability, refusal or neglect of the Secretary Treasurer to make service or publication of any notice or any other duties of the Secretary-Treasurer, then such duties may be performed by the President or Vice-President, or by any person thereunto authorized by any of them, or by the Board of Directors.
  5. To supervise the accounts and the books of IFPS.
  6. Generally to do and perform all such duties as pertain to his office and as may be required by the Board of Directors, or by the President.
  7. To receive any money belonging to or paid to IFPS, and prepare a receipt for the same, and deposit the same with such depository as the President or the Board of Directors may designate.
  8. To keep and disburse the funds of IFPS and to perform such other duties as may be prescribed by the Board of Directors or the President.
  9. To receive and to keep all of the funds of the Society, such funds to be retained in accounts selected by the Board of Directors or the President and such funds to be paid out by checks signed and countersigned as provided by the Board of Directors.
  10. To render a statement of his cash accounts and to enter regularly in the books of IFPS, to be kept by him for that purpose, full and accurate account of all monies received and paid by him on the IFPS account. Said statements and accounts shall be provided to the Board of Directors on demand and not less than annually.

ARTICLE X: VACANCIES IN THE OFFICE OF PRESIDENT, VICE-PRESIDENT AND BOARD OF DIRECTORS

Section 1. A vacancy shall be deemed to have occurred whenever a President, Vice-President or a Director dies, or resigns either by presenting his written resignation to the Board or by presenting such resignation orally at any meeting of the Board, or by judgment of a competent court is declared incompetent or insane, or whenever any vacancy is created in accordance with any law of the State of Missouri, U.S.A., or wherever else IFPS is incorporated.

Section 2. Whenever a vacancy occurs in the Office of President, the Vice-President will serve as President Protem until the regular term of the office is expired and a new President and Vice-President are elected.

Section 3. Whenever a vacancy occurs in the Office of Vice-President, the Secretary-Treasurer will serve as the Protem until the regular term of the office is expired and a new Vice-President is elected.

Section 4. Whenever a vacancy occurs in the membership of the Board of Directors, such a vacancy may be filled by an appointee selected by a majority of the remaining Directors, and this person shall complete the unexpired term to which he/she has been appointed.

ARTICLE XI: NOMINATION AND ELECTION OF PRESIDENT, VICE-PRESIDENT, AND DIRECTORS

Section 1. The election of the President, Vice President, and Directors shall be by secret ballot of the voting membership (regular members). The election for President, Vice President and Directors shall be held once every four (4) years.

Section 2. Each regular member of IFPS shall have one vote.

Section 3. Elections shall be conducted in June, once every four years. A Nominating Committee composed of three (3) voting members shall be appointed by the President at least five (5) months before the election. The Nominating Committee shall nominate at least two (2) candidates for each vacant director's office and at least one (1) candidate for a vacant president or Vice-President's office, and shall submit its report to the President at least three (3) months before the election.

Section 4. In drawing up the list of candidates, the Nominating Committee shall give consideration to the various professional activities and geographic locations of the candidates aiming insofar as possible for a reasonable balance amongst them.

Section 5. An election ballot listing all candidates nominated by the Nominating Committee and providing space for possible write-in candidates shall be mailed by the Secretary-Treasurer to each voting member in June of each election year.

Section 6. Each election ballot to be valid must be received by the Secretary-Treasurer within two (2) months after the ballots have been mailed.

Section 7. The Secretary-Treasurer should tabulate the result within one (1) month of the closing date for receipt of ballots.

Section 8. The Secretary-Treasurer shall notify in writing those elected and shall report the election results to the Board and in a regular publication of IFPS. He/she should keep the return ballots within a year of the election for examination by the Board.

ARTICLE XII: MEMBERSHIP

Section 1. Types of Members: There shall be four (4) classes of membership, namely Founding Members, Regular Members, Student Members and Corporate Members. They are separately discussed next.

  1. Founding Members - Those who contributed to the formation of IFPS and who paid the fee in 1989 to launch the activities of IFPS.
  2. Regular Members - All those who joined IFPS, including both founding and non-founding members.
  3. Student Members - Students who joined IFPS.
  4. Corporate Members - Companies that joined IFPS.

Section 2. Membership Eligibility:

Founding Members. Founding Members are those who played a historical role in founding IFPS, and who made a cash contribution of $30.00 (U.S. Currency) or more to launch the activities of IFPS in 1989. After 1989, Founding Members will have the same privileges and duties of Regular Members, and must pay the same annual fees. The title of Founding Members remains as an honor.

Regular Members must meet the following eligibility criteria:

  • They should have a relevant engineering or other educational background equivalent to at least a Bachelors Degree.
  • They must demonstrate a minimum of three (3) years of direct involvement in freight pipelines on either the research, design, implementation or supply of equipment used for freight pipelines.

Student Members. Student members are those enrolled as a full-time student at any college, university or technical school. The student must be engaged in freight pipeline related research or study, and must be recommended by a faculty member cognizant of the student's involvement in freight pipeline work.

Corporate Member. All commercial organizations engaging in the design, construction, operation, and maintenance of freight pipelines, or in the fabrication, implementation, procurement and sales of equipment for freight pipelines, or in research and/or other activities related to freight pipelines, are eligible to apply for corporate membership status.

Section 3. Membership Dues

Founding Members and Regular Members pay annual fees of $50.00, $125.00 for three years or $200.00 for five years. students and members from "Soft Currency Countries" pay half of the regular member fee, and Corporate Members pay $700.00 -- all in U.S. currency. Annual membership starts at January 1st. The fees are subject to change by majority vote of members.

Section 4. Benefits for Regular and Student Members

Regular and student members will receive newsletters and announcements on conferences and other IFPS business and activities. In addition, the registration fee for them at IFPS sponsored conferences (symposium) will be approximately 10% less than for nonmembers. The only difference between regular members and student members is that student members are non-voting members. They do not participate in IFPS elections.

Section 5. Benefits for Corporate Members

Each corporate member is entitled to have a maximum of five of its employees as Regular Members of IFPS without having to pay additional fees. Furthermore, Corporate Members will receive all publications and board meetings minutes, and will be listed in every issue of IFPS Newsletter, which should be good advertisement for these companies.

ARTICLE XIII: ELECTION TO MEMBERSHIP

Section 1. Regular Members:

  1. Membership is attained by direct application to IFPS.
  2. Membership is limited to applicants whose qualifications are consistent with Article XII of the Bylaws.
  3. Application shall be made on a standard IFPS form, and shall be submitted to the President.
  4. Application shall be approved or disapproved by the President. The President shall inform the Board of any application not approved and state reasons.

Section 2. Student Members:

  1. Membership is attained by direct application to IFPS.
  2. Membership is limited to applicants whose qualifications are consistent with Article XII of the Bylaws.
  3. Application shall be made on a standard form submitted to the President.
  4. Application shall be approved or disapproved by the President. The President shall inform the Board of any application not approved and state reasons.

Section 3. Corporate Members:

They shall be elected upon receiving a majority approval of the Board of Directors.

Section 4. Notification of Membership:

Each Applicant shall be notified by the President of the action taken within ninety (90) days of receipt of his/her application, and the President shall periodically announce the names of all new memberships in the IFPS Newsletter.

ARTICLE XIV: TERMINATION OF MEMBERSHIP AND TENURE OF OFFICE

Section 1. Any Regular Member, Student Member or Corporate Member may have membership in IFPS terminated by the affirmative vote of at least three (3) members of the Board of Directors. No vote shall be taken until the member has been furnished with a statement of the charges prepared against him/her, and has been given at least one (1) month's notice (plus a reasonable time for notification by mail) before the same will be considered by the Board. Every such member shall have the right to appear before the Board and be heard in answer to the charges, provided the member makes no unreasonable delay in presenting himself/herself before the Board or write to the Board, before final action thereon shall be taken.

Section 2. Upon the termination of any membership, all interest of such member in IFPS shall forthwith cease and terminate; provided, however, that no such termination of membership shall cancel any liability such member may have theretofore accrued.

Section 3. Any officer of IFPS (appointed by the Board of Directors) may be removed from office for good cause shown, after due notice and hearing, by an affirmative vote of at least three (3) of the Directors.

ARTICLE XV: COMMITTEES

The Board of Directors shall have the power to appoint such committees as, in the judgment of the Board of Directors, may be necessary or convenient to handle and dispose of various matters as they may arise, and may delegate to and confer upon such committees such powers of the Board of Directors as it shall deem proper.

ARTICLE XVI: PUBLICATION

IFPS shall publish a regular newsletter at least twice a year -- one in the spring and the other in the fall. The President with the consent of the Board shall appoint the newsletter editor.

ARTICLE XVII: TECHNICAL CONFERENCES

IFPS shall hold a regular technical conference, entitled "The International Symposium on Freight Pipelines," once every two years. The President and the Board shall invite various international organizations to host and administer the symposium. Selection of the host institute shall be done by a majority vote of the Board. Details about IFPS policy on conferences shall be stated in a future appendix of the Bylaws.

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ARTICLE XVIII: BOARD MEETING

Due to the international nature of the IFPS, it is not possible to hold regular Board Meetings except on special occasions, such as at each IFPS Symposium. Therefore, most Board decisions must be made on a correspondence basis. The President shall contact Board Members for business at least every six (6) months, and ask Board Members to vote on important issues on prepared ballots or in a letters to the President. The President shall announce results of such voting to the Board in writing.

ARTICLE XIX: AMENDMENTS

These Bylaws may be amended by mail ballot upon receiving an affirmative vote of two-thirds (2/3) of the ballots cast. All members are eligible to vote. o