Bylaws

ARTICLE I

NAME

This credit group shall be known as the Transportation Revenue Management Group (hereinafter known as the TRMG).

ARTICLE II

PURPOSE

The primary purpose of the TRMG is to provide certain educational benefits to the membership within the transportation industry in order that the member firms' representatives may more knowledgeably perform their individual duties with respect to the revenue management activities of their business and, thereby, prevent fraud against the companies and enhance their profits. In no event, however, shall the TRMG participate in or give consideration to any activity, plan, understanding or arrangement which would restrict or interfere with the exercise of free and independent judgment by the members in the management or operation of their respective businesses. Nothing contained in these bylaws shall authorize or empower the TRMG to perform or engage in any acts or practices prohibited by law.

ARTICLE III

MEMBERSHIP

Section 1. Classes of members. The Group shall have three classes of members. The designation of each class and the qualifications and rights of the members of each class shall be as follows:

Managing Member. Managing membership in the TRMG shall be held by the NACM Southwest. The Managing member shall be responsible for conference and meeting arrangements, and serve as the Secretary for the TRMG records and membership rosters, and repository for all Group funds and materials. The managing member shall hold rights to intellectual property and shall be subject to all the responsibilities that accompany those rights.

Special Interest Membership. Special Interest Membership in the TRMG shall be available to those companies extending non-retail credit to customers, and company representatives are limited to persons actively engaged in fields related to credit, collections, or financial work for a company or entity which is a member in good standing of the National Association of Credit Management (NACM) through one of its affiliated associations and which holds membership in one of the NACM Southwest affiliated Industry Credit Group: the National Motor Carrier Group, the National Rail Transportation Group, the National Air Express & Cargo Group, the National Transportation Credit Group, the National Truck & Trailer Lessors Group, any other such transportation related group as may elect to become allied with the TRMG or is an Associate member of the National Motor Carrier Group. Special Interest Membership is contingent upon and concurrent with active membership in an affiliated group,

Associate Membership. Associate membership in the TRMG shall be open to any company supplying products or services to the transportation industry in the areas of credit, collections and/or revenue management who are members in good standing of the National Association of Credit Management (NACM) through one of its affiliated associations when so eligible and members only of NACM Southwest when not, and who are willing to subscribe to and abide by these bylaws and any other rules and regulations of the TRMG. Associate membership shall be limited as follows: The total number of associate member companies shall not exceed a ratio of 3:4 (Associate Member to Special Interest Member). Of those Associate members, collection agencies shall not exceed a ratio of 3:4 (collection agency members to total Associate members

Associate members shall not have voting rights.

Section II. All members, regardless of member class, agree to fulfill and perform all of the obligations and requirements of membership contained in these by-laws and in any amendment which may from time to time be made hereto.

Section III. A member, expelled or terminated from membership for any reason from an Industry Credit Group allied with the TRMG shall concurrently be expelled or terminated from membership from the TRMG.

Section IV. TRMG memberships may be transferred within the member company in order to accommodate personnel and organizational changes. Such changes should be communicated in writing to the NACM and in compliance with the affiliated Industry Credit Group's by-laws requirements.

ARTICLE IV

MEETINGS

Section I. Semi-annual meetings will be held on dates and in locations selected by members of the Group.

Section II. A quorum for a duly constituted meeting shall be comprised of TRMG company members attending said meeting (Associate members are non-voting members). All matters shall be decided by a majority vote (except as otherwise provided herein) of members present at a duly constituted meeting.

Section III. Meetings and all meeting activities shall be open to all TRMG Special Interest and Associate members in good standing, within attendance guidelines established by the Leadership Council. The Leadership Council shall have the right to limit non-transportation provider representation at TRMG conferences.

Section IV. Substitution of member representatives at TRMG meetings shall be permitted, such that the member company shall be allowed representation at TRMG meetings at the associated member fees in the number of memberships owned. Thus, a TRMG member company with three full memberships shall be permitted three member representations at TRMG meetings at the member fee, regardless of whether any of those individuals is a named TRMG member. Substitution is limited to full time employees of the member company. Substitution at TRMG meetings shall not constitute a change in actual membership; such membership changes must be processed in accordance with the requirements of the member's affiliated Industry Credit Group.

ARTICLE V

Leadership Council

Section I. The Leadership Council of the TRMG, comprised of the officers plus the Chairman of each affiliated Industry Credit Group, including Associates, shall provide general guidance in advancing the cause of the TRMG, interfacing with NACM relative to such matters as planning future meetings, etc. The Leadership Council shall elect, from within their ranks, a Chairman and a Vice Chairman, each odd-numbered year in accordance with the Article V, Section II. Should the Chairman of the affiliated Industry Credit Group change during the Leadership Council term, the new Chairman will immediately take over the Leadership Council position. The Associate representative will have voting rights on the Council.

Section II. Officers. Officers of the Leadership Council shall consist of a Chairman, a Vice Chairman and the immediate Past-Chairman, who shall become the Counselor.

In January of every odd-numbered year, a new Vice Chairman shall be elected. A nomination form will be sent by any legal means to all Leadership Council members by electronic mail in January of every odd-numbered year. The Chairman will verify each nominee's willingness to serve before being placed on the election ballot. The election ballot will be sent by any legal means to all Leadership Council members in the following February. The results of voting will be announced by email to all members of the TRMG.

The incumbent Vice Chairman shall become Chairman beginning with the first meeting and shall serve a term of two years. Vacancies of unexpired terms shall be filled by a majority vote of the Leadership Council by ballot. All three officers must be transportation companies member representatives.

In the case where a Chairman has completed his term as the Industry Group Chairman, the new Industry Credit Group Chairman will take the voting Group seat on the Leadership Council. The Chairman of the Leadership Council will complete his term as Chairman. Thus, an Industry Group may have two representatives on the Leadership Council, but only one with voting privileges (except for those as outlined below).

In the event the Chairman cannot attend a meeting, the Vice Chairman will preside. If neither the Chairman nor the Vice Chairman can attend, the Counselor will preside. If none of the incumbent officers are in attendance, the attending members will elect a temporary Chairman for that meeting.

In matters voted on by the Leadership Council, the Chairman shall vote only to make or break a tie vote.

Section III. The duties of the Chairman and Vice Chairman shall be the customary duties of such Officers except as provided herein.

ARTICLE VI

COMMITTEES

Section I. The officers of the TRMG may appoint ad hoc committees consisting of two or more members for any purpose deemed suitable by the membership.

ARTICLE VII

SERVICES

Section I. Members who fail to participate in benchmarking surveys or other activities in which significant value is added by wide member participation will not receive copies of survey results or other compiled information until they resume participation.

ARTICLE VIII

AMENDMENTS

Amendments to these by-laws may be proposed to the Leadership Council by any member. Adoption and ratification of proposed change(s) shall be on the vote of two-thirds of the Transportation company members by any legal means, following 60 days notice of the proposed amendments by any legal means.

Initial Adoption, November 25, 2002
Revision adopted October 28, 2003
Revision adopted April 20, 2004
Revision adopted April 18, 2005
Revision adopted April 24, 2007