ARTICLE I : NAME

a) A service bureau corporation has been constituted and legally formed under the name " Global InterNetwork Services, Inc., and in accordance with the laws of the state of Texas, United States of America;

b) The corporation has been legally granted an assumed name certificate by the state of Texas, United States of America, and shall henceforth provide international network business services under the name " Global Transport Organization ", herein called " GTO. ".

ARTICLE II : DOMICILE

a) The registered office of the service bureau corporation is located in the county of Harris, state of Texas, United States of America.

b) The main business office of GTO shall be henceforth known as " GTO Headquarters ", herein called " GTO HQ ".

ARTICLE III: DURATION

a) The service bureau corporation has been formed and is duly constituted for an unlimited duration.

b) The service bureau corporation shall remain in full compliance with all laws of the county of Harris, state of Texas, United States of America, to ensure operation for an unlimited duration;

ARTICLE IV: PURPOSE

The purpose of the service bureau corporation of " GTO " is:

a) to establish and maintain a worldwide service bureau network of independent, locally-owned freight forwarders and logistics companies in a specific geographic location or locations;

b) to maintain a membership of such independent, locally-owned freight forwarders and logistics companies on a basis of one ( 1 ) professional company member per location;

c) to promote and protect the business interests of GTO members by providing worldwide operational support under the names GTO, GTO HQ and / or GTO Global Transport, Inc.;

d) to encourage joint sales and / or marketing efforts between GTO members with mutual fairness, integrity, honesty and trust;

e) to co-ordinate the business requirements of GTO members by using the facilities of the service bureau network;

f) to organize and conduct an annual world conference of the GTO membership at a time and place to be determined by the GTO Board of Directors;

g) to develop member programs involving a variety of forwarder and logistics related services to be deemed beneficial to the interests of the GTO membership;

h) to monitor all business activities of GTO members to ensure full compliance with all provisions of the GTO Bylaws, and to initiate action in an appropriate manner in any given circumstance or circumstances of non-compliance with the GTO Bylaws, by a member of GTO;

i) to transact any and all business directly and indirectly related to the above purpose.

ARTICLE V: GTO MEMBERSHIP QUALIFICATIONS

a) Each GTO member is required to possess professional service capabilities to ensure the professional performance of a full range of air and sea international logistics services.

1) Such professional service capabilities may be provided or otherwise exist on an " in-house " basis or may be provided by arrangement with one or more qualified vendors selected by the GTO member, in each case.

2) In any case where a GTO member may select a vendor to perform a certain service as may have been promised to another member of GTO, and the service shall be presented as that of the GTO member but performed by a vendor selected by the GTO member, the GTO member arranging for the service shall be responsible for any service failure of such a selected vendor.

a) This provision directly references those services of the GTO member, in each case, which are included in the listing of service capabilities as presented to GTO HQ and other members of GTO.

b) This provision excludes the services of carriers and / or other third party vendors clearly performing on an independent basis ( air / sea carriers, etc. ) and not representing a direct service provided under the management and / or staff of the GTO member;

b) GTO members must maintain a qualified staff, one of whom must speak and write fluent English;

c) GTO members must possess email communication capabilities and Internet access unless such facilities are unavailable due to governmental restrictions;

d) GTO members must confirm acceptance of the GTO Bylaws, in written form, as a condition of membership in GTO;

e) Companies entering the global membership of GTO must not hold membership in any other global network of independent forwarding companies of a nature similar to GTO.

1) Such networks and / organizations do not include local or national associations or such global groups as FIATA.

2) This provision of the GTO Bylaws, pertains only to global forwarding networks of independent forwarding companies of a nature similar to GTO;

f) Any company holding membership in GTO, must do so by means of its' own ownership, management and staff, and not under agreement and / or arrangement with an appointed forwarding agent ( non-GTO company ).

In any case and any location, a forwarding company ( non-GTO )shall not be included in the membership of GTO, as the branch office of a member of GTO, by means of an agency relationship;

g) The GTO Board of Directors may elect to modify the provisions applicable to membership qualifications in any manner as may be deemed beneficial to the interests of the membership of GTO.

 

ARTICLE VI : GTO MEMBERSHIP CONDITIONS, CONDUCT & ETHICS

a) GTO members shall have the full responsibility of remaining financially sound and in a condition to allow co-operation with other members of GTO, and participation in the membership affairs and programs of GTO;

b) GTO members shall have the full responsibility of performing and otherwise acting in an ethical and professional manner in all matters involving co-operation with other members of GTO, GTO HQ, GTO Global Transport, Inc., and / or GTO program vendors;

c) GTO members shall have the full responsibility, at all times, of timely payment of financial obligations to other members of GTO, in accordance with the terms and conditions of payment as may be agreed upon between any two members of GTO, in each case;

d) GTO members shall have the full responsibility, at all times, of timely payment of financial obligations to GTO HQ, in full accordance with the terms and conditions as shall be stipulated within the body of the GTO HQ invoice, in each case;

e) GTO members participating in GTO member programs shall have the full responsibility of timely payment of financial obligations to GTO vendors participating in GTO member programs, in each case;

f) GTO members shall have the full responsibility, at all times, to timely respond to business inquiries from other members of GTO.

1) In the event a GTO member receiving such an inquiry is unable to immediately provide information as requested by another member of GTO, the GTO member receiving the inquiry shall still have the responsibility of promptly providing acknowledgement of the inquiry and advising of a possible delay in providing the requested information to the GTO member initiating the inquiry.

2) In the event a GTO member receiving such an inquiry is unable to provide a service or services as may have been requested by another member of GTO, the GTO member receiving the inquiry shall have the responsibility of promptly informing the inquiring GTO member of such an inability to perform such a requested service or services;

g) GTO members shall have the full responsibility to timely respond to inquiries received from GTO HQ, and all such communications must be conducted in English;

h) GTO members shall have the full responsibility of properly and legally utilizing all identifying materials and / or documentation and / or forms as may be provided or otherwise may be made available by GTO, GTO HQ, GTO Global Transport, Inc., and / or vendors of GTO.

1) GTO members shall refrain from any modification of the typestyles in the names of GTO, GTO HQ and / or GTO Global Transport, Inc..

2) GTO members shall refrain from any modification of the logo of GTO and GTO Global Transport, Inc., with regard to design, structure, typestyle and / or color.

3) GTO members shall refrain from the illegal or otherwise inappropriate use of the names of GTO, GTO Global Transport, Inc., and / or the logo of GTO Global Transport, Inc.

4) GTO members may not register the names and / or logo of Global Transport Organization ( GTO ), GTO and / or GTO Global Transport, Inc., in their country of their location, unless authorization is granted in written form by the Board of Directors of GTO or GTO Global Transport, Inc., whichever may be appropriate.

5) GTO members shall refrain from the illegal or otherwise inappropriate use of the bill of lading and / or airway bill of GTO Global Transport, Inc., in accordance with the provisions of the GTO member programs, in each case.

6) GTO members shall refrain from the reproduction and / or printing of the bill of lading and / or airway bill of GTO Global Transport, Inc., unless such an act is authorized in written from by the Board of Directors of GTO Global Transport, Inc.

7) GTO members shall refrain from the reproduction of any sales and / or promotional materials made available by GTO, GTO HQ, GTO Global Transport, Inc., and / or vendors of GTO, unless authorization is granted in written form by the Board of Directors of GTO and / or GTO Global Transport, Inc., whichever may be appropriate;

i) GTO members shall have the full responsibility of observing the firm policies of GTO, GTO HQ and GTO Global Transport, Inc., in all matters involving business as may be conducted with GTO, GTO HQ, GTO Global Transport, Inc. and / or other members of GTO, with regard to refusing to endorse and / or otherwise support any particular political group, religious group, ethic group and / or any particular governmental philosophies of any given country;

j) GTO members shall refrain from making available or otherwise publicly or privately sharing, with non-GTO related companies or individuals, any data, communication(s) and / or information originating from GTO, GTO HQ and / or GTO Global Transport, Inc., without the expressed written consent of the appropriate party, in each case.

1) GTO members shall refrain from sharing the security entry details ( User Name / Password ) of the websites of GTO and / or GTO Global Transport, Inc., with any and all " non-GTO " entities.

2) GTO members shall refrain from sharing any edition of " GTO NEWS ", the GTO membership directory, the GTO " Quick Reference " membership list, GTO member program information and / or the content of the website of GTO and / or any other membership information as may be made available by GTO or GTO HQ, with any and all " non-GTO " entities;

k) GTO members shall refrain from opening a branch office in any city and / or country where the GTO Board of Directors has previously approved a member company to maintain a membership in GTO, in representation of the same location.

1) A GTO member may open a branch office in a city and / or country represented by another member of GTO, if the member company in the location either waives the right to protection under this provision and / or otherwise grants authority to the GTO member desiring to open such a branch office.

2) Any GTO member may issue a request to the GTO Board of Directors, to reserve a city and / or country for future branch office expansion, if the location is not represented by a member company. The GTO Board of Directors shall agree to such a request, if the plans to open such a branch office include a time frame deemed appropriate and suitable to the needs of GTO and its' membership;

l) GTO members shall refrain from entering into any contract and / or arrangement and / or other form of agreement on behalf of GTO, GTO HQ and / or GTO Global Transport, Inc., without the expressed written consent of GTO, GTO HQ and / or GTO Global Transport, Inc., whichever may be appropriate.

1) GTO members shall refrain from entering to any service contract or other form of shipping arrangement, including time volume contracts, with sea carriers on behalf of GTO and / or GTO Global Transport, Inc., unless authorization is granted in written form by the Board Of Directors of GTO or GTO Global Transport, Inc., whichever may be appropriate.

2) GTO members shall refrain from entering into any form of volume contracts or other forms of agreement, with air carriers, on behalf of GTO and / or GTO Global Transport, Inc., unless authorization is granted in written form by the Board of Directors of GTO or GTO Global Transport, Inc. whichever may be appropriate;

m) If a GTO member fully agrees to perform and / or provide a specific service or range of services as requested by another member of GTO, and if such services have been included on a list of services of the member or have otherwise been made known to be a part of their services, and if such member fails to perform or provide such service or services with a resulting monetary loss to the transaction, the GTO member failing to perform or provide such service or services shall bear the responsibility of the cost(s) of such a service failure.

1) This provision shall pertain only to those services or range of services performed or provided by a member of GTO, which are considered to " in-house " and a part of the listed service capabilities of the member.

2) This provision shall not include those services or range of services as may be performed and / or provided by vendors such as air carriers, sea carriers and / or other " third party " entities;

n) GTO members shall refrain from holding membership in any other global forwarding network(s) of independent freight forwarders or logistics companies of a nature similar to GTO.

1) Such global networks do not include local or national associations or such global organizations as FIATA.

2) Exceptions to this provision, if any, must be approved by the GTO Board of Directors.

 

ARTICLE VII : GTO MEMBERSHIP DISPUTES / GRIEVANCES

a) The GTO Board of Directors, located in the headquarters office of GTO, Houston, Texas, USA, shall have the full responsibility of evaluating, addressing and resolving, any and all disputes as may arise between two or more members of GTO;

b) The GTO Board of Directors shall not produce any decision or decisions concerning any dispute between two or more members of GTO, until each and all parties to a dispute have been provided with an opportunity to provide facts for consideration;

c) Members of GTO shall agree to abide by the finding(s) and decision(s) of the GTO Board of Directors, as to resolution to any such dispute as may exist between two or more members of GTO;

 

ARTICLE VIII : TERMINATION OF GTO MEMBERSHIP

a) The GTO Board of Directors may terminate the membership of any member of GTO, based upon a documented history of the member to repeatedly fail to timely respond to communication inquiries from GTO HQ and / or other members of GTO;

b) The GTO Board of Directors may terminate the membership of any member of GTO, based upon evidence of unprofessional or unethical conduct exhibited by the member to GTO HQ and / or one or more other members of GTO;

c) The GTO Board of Directors may terminate the membership of any member of GTO, based upon the failure of the member to timely fulfill financial obligations to one or more other members of GTO, GTO HQ and / or GTO program vendors;

d) The GTO Board of Directors may terminate the membership of any member of GTO, based upon evidence of any act of civil and / or criminal fraud as conducted by the member and involving GTO, GTO HQ, GTO Global Transport, Inc., a GTO program vendor and / or one or more other members of GTO;

e) The GTO Board of Directors may terminate the membership of any member of GTO, in the event the member opens a branch office in any location represented by an existing member of GTO.

However, if the GTO member representing the location should issue written notification to GTO HQ, in which it is stated such member does not object to such an act by another member of GTO, the GTO Board of Directors may grant an exception to this provision to the GTO member opening such a branch office;

f) The GTO Board of Directors may terminate the membership of any member of GTO, in the event the member becomes a member of another global forwarding network of a nature similar to GTO;

g) The GTO Board of directors may terminate the membership of any member of GTO, if the member company is acquired by another company and / or other interests unrelated to GTO, and such an activity is deemed not to be in the best interests of GTO, GTO Global Transport, Inc., and / or the global membership of GTO;

h) The GTO Board of Directors may terminate the membership of any member of GTO, if the member company is classified as the non-paying member in a financial claim filed by another member of GTO;

i) The GTO Board of Directors may terminate the membership of any member of GTO, if the member is a participate in a GTO member program and deliberately disregards program rules designed to protect GTO, GTO HQ, GTO Global Transport, Inc., GTO program vendors and / or one or more other members of GTO;

j) The GTO Board of Directors may terminate the membership of any member of GTO, if the GTO member deliberately misrepresents GTO, misuses the name, logo and / or other identifying elements or GTO and / or GTO Global Transport, Inc., and / or any vendors involved in programs under the management of GTO;

k) In any case where the GTO Board of Directors may terminate the membership of a member company of GTO, said member shall not be entitled to a refund of any portion of annual membership dues for the given year.

1) In the case of termination of the membership of a member of GTO, the former member shall remain fully liable with regard to any financial obligations due GTO and / or GTO Global Transport, Inc., and / or GTO program vendors and / or other members of GTO.

2) In the case of termination of the membership of a member of GTO, the termination of membership shall not discharge the former member from any such existing debts involving GTO, GTO HQ, GTO Global Transport, Inc., GTO program vendors and / or other members of GTO.

3) In the case of termination of the membership of a member of GTO, the termination of membership shall automatically terminate any agency appointment of the former member by GTO Global Transport, Inc.

4) In the case of termination of the membership of a member of GTO, the termination of the member shall automatically terminate the rights of the former member to participate in any GTO member programs in which the former member may have participated to the point of termination of GTO membership;

l) The GTO Board of Directors may terminate the membership of any member of GTO, based upon failure to abide by one or more provisions of the GTO Bylaws.

 

ARTICLE IX : GTO MEMBERSHIP DUES & OTHER COSTS

a) GTO shall assess annual membership dues in amounts to be determined by the Board of Directors of GTO;

b) The GTO Board of Directors may assess annual membership dues in varying amounts from location to location worldwide ( city to city or country to country ) based upon economic conditions, low volumes of traffic and / or other factors as may warrant special consideration to a specific location;

c) GTO shall provide three options to members to pay annual membership dues with the stipulation payment shall be made timely to GTO HQ, in accordance with provisions of the option, in each case.

1) GTO members may elect to receive one GTO membership invoice ( 100 % of the annual membership dues amount ). The invoice would be dated on the first day of the month following the month in which membership is approved by the GTO Board of Directors.

The invoice shall be payable within thirty ( 30 ) days from the date of issuance.

2) GTO members may elect to receive two semi-annual membership invoices. Each invoice would be equal to 50% of the annual GTO membership dues amount.

The first invoice in an amount equal to 50 % of the GTO membership dues would be dated on the first day of the month following the month in which membership is approved by the GTO Board of Directors.

The second invoice in an amount equal to 50 % of the GTO membership dues amount would be dated six months ( on the first day of the month ) from the date of the first invoice.

The invoices would be issued at six month intervals with the date of each invoice to be on the first day of the month.

Each invoice shall be payable in full within thirty ( 30 ) days from the date of issuance.

3)GTO members may elect to receive four quarterly invoices. Each invoice would be equal to 25 % of the GTO membership dues amount.

The first quarterly invoice in an amount equal to 25 % of the annual membership dues would be dated on the first day of the month following the month in which membership is approved by the GTO Board of Directors.

The second, third and fourth invoices would each be issued in an amount equal to 25 % of the GTO annual membership dues. The invoices would be issued at three month intervals with the second invoice to be issued ( on the first day of the month ) three months after the first invoice issued after membership approval.

In this case, all GTO membership invoices would be issued at three month intervals with date of invoice to be on the first day of the month.

Each quarterly invoice shall be payable within thirty ( 30 ) days from date of Issuance.

4) The options to GTO members to choose semi-annual or quarterly billing / payment schedules shall remain available to any GTO member as long as the GTO member, in each case, maintains a record of timely fulfilling such financial obligations without the necessity of costly collection efforts by GTO HQ.

a) Failure to timely fulfill such payment obligations by any member of GTO, shall result in withdrawal of availability of these options to the GTO member, in such a case.

b) Repeated failure to timely fulfill any such stipulated payment deadlines on the part of any given GTO member shall produce a review by the GTO Board of Directors, in connection with non-compliance with financial provisions of the GTO Bylaws;

d) In cases where the GTO member is located outside of North America and payment of the GTO membership dues shall take place via wire transfer or check, GTO HQ shall assess a wire transfer fee in the amount of USD 23.70 per GTO membership invoice.

1) Payments taking place from GTO members located outside of North America and by other means, shall be exempted from such a fee.

2) The wire transfer fee may also be assessed as a provision within certain GTO member programs as may be determined by the GTO Board of Directors.

3) The GTO Board of Directors may waive this provision in the case of certain GTO member programs and certain GTO members;

e) GTO HQ shall have the responsibility of operating various GTO member programs created, designed and implemented to fully benefit the global membership of GTO.

1) GTO member participation in any GTO member program by a member of GTO shall be optional and, therefore, voluntary.

2) GTO members participating in such optional GTO member programs, in any case, may be exposed to costs to be billed by GTO HQ and / or GTO program vendors.

3) In any GTO member program, the GTO member involved in the program shall be required to timely fulfill any and all financial obligations as may be billed by GTO HQ and / or a GTO program vendor, as a firm condition of continued participation in such a GTO member program;

f) GTO members shall have the full responsibility of prepaying all origin financial handling charges and / or bank fees associated with payments to GTO HQ.

1) GTO members may not deduct such costs and / or fees, as may be assessed by banks and / or other forms of financial institutions, from the net invoice amounts due GTO HQ.

2) In the event a GTO member fails to prepay origin bank or financial institution charges / fees, the GTO member, in such a case, shall remain fully liable in connection with payment of any remaining invoice balance as may be due GTO HQ;

 

ARTICLE X : AMENDMENT OF GTO BYLAWS

The GTO Bylaws may be amended on any point and in any area by the Board of Directors of GTO, where deemed beneficial to the interests of GTO, GTO Global Transport, Inc., the vendors of GTO and / or the global membership of GTO.

 

The GTO Bylaws were created and adopted unanimously by the Board of Directors of Global Transport Organization ( GTO ), on September 30, 1997.

The GTO Bylaws have been amended, with the modification of certain provisions and the inclusion of new provisions, by the Board of Directors of Global Transport Organization ( GTO ), on November 19, 2000.

The GTO Bylaws have been amended, with the modification of Certain provisions and the inclusion of new provisions, by the Board of Directors of Global Transport Organization ( GTO ), on February 5, 2002.