RYDER ROUNDTABLE BOARD. Adriano Melluzzo: Past Chairman (Liaison amongst ME, RM & SE)

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2 RYDER ROUNDTABLE BOARD Adriano Melluzzo: Past Chairman (Liaison amongst ME, RM & SE) Scott Anderson: Jonathan Reed: Velvet Itri: Craig Lyman: 2013 appt. Chairman 2013 appt. Vice Chairman 2013 appt. Treasurer (dues, deferred compensation donations, fundraising, scholarship checks, roundtable location code) 2013 appt. Secretary (meeting notes, roster management, scholarship certificates and letters, maintain the ranking report, potential inductee tracking and re-attendance.) Jan Bogdanowicz: 2013 Seargent at Arms (maintain by-laws review and interpretation, voting Process,) Larry Coleman: Mark Swenson: Fred Kiewatt: Tony Nuttall: 2013 Historian (maintain historical record of roundtable activities, keeps historical record of retired members for HOF voting and events) 2013 SCS (communication, criteria, tracking) 2011 Public Relations (newsletter, official communications, new hire video, monitor roundtable address, roundtable Chatter) 2012 UK (criteria, tracking)

3 BY-LAWS OF RYDER ROUNDTABLE ARTICLE I NAME The name of the organization is the Ryder Roundtable ("Roundtable"). ARTICLE II PRINCIPAL OFFICE AND ADDRESS Section 1. The principal office and address of the Roundtable will be NW 105 th Street Miami FL Section 2. The Roundtable may also have offices in such other places out of the State of Florida, as the Board of Directors may from time to time designate. ARTICLE III FORM OF ORGANIZATION The Roundtable will be an independent, nonprofit unincorporated association, organized and operated on a voluntary, nonpartisan basis. ARTICLE IV PURPOSE The purpose of the Roundtable will be to serve as "a resource and voice of the sales force and" as an honor society for highly qualified and trained sales professionals whose combined talent, skills and knowledge may be used by all of the companies comprising the Fleet Management Services and Supply Chain Solutions divisions of Ryder whenever necessary. Membership in the Roundtable will symbolize outstanding sales and revenue production performance and will provide a goal for all sales employees of Ryder. The Roundtable will also foster the pursuit of scholarly achievement among the family members of all Ryder employees.

4 ARTICLE V ELIGIBILITY Section 1. All Ryder employees are eligible to participate in and contribute to the Roundtable The Board of Directors has the ultimate responsibility for setting all eligibility criteria for induction and re-attendance. The Board of Directors will also hold the primary responsibility to handle all questions or disputes. Section 2. Membership in the Roundtable will be for life, and will continue into retirement from Ryder, but will change to inactive status when a member is no longer employed by Ryder or any subsidiary of Ryder System, Inc. If a member is placed on inactive status, the member will not be allowed to represent the Roundtable in any manner. Petition to be reinstated can be accomplished by written request addressed to the current Board of Directors. If a member who is placed on inactive status is re-employed by Ryder at a future date, the individual who is eligible for reinstatement in the Roundtable must initiate the process by petitioning the Board for reinstatement. Upon receipt of the petition, a majority vote of the board favoring reinstatement is necessary to effect reinstatement. The Board Chairman or his/her designee will then notify the candidate of action taken via written correspondence. Upon re-instatement for one full year of sales reporting criteria and only after payment of any outstanding dues will a re-instated member be considered for re-attendance. If a Roundtable member retires from Ryder and is not employed by a competitive firm, he/she may attend Roundtable activities as a nonvoting member upon the approval of the Chairman of the Board. Section 3. A member of the Roundtable who does not pay any due requirement recommended by the Board of Directors, by January 15 th of the then current year, will be classified as inactive and will not be allowed to represent the Roundtable in any manner and will not be able to participate in and vote at any Roundtable meeting until all previous dues have been paid up to date. An active member desiring inactive status may change his/her status via petition to the Board. Once a petition for a change to inactive status is received, it will be voted on, by the Board at the next scheduled meeting of the Board of Directors. A written acceptance or rejection of the request will be supplied to the member, by the board secretary within 30 days of vote. Once inactive status is granted, rights and privileges of Roundtable membership are suspended pending reinstatement to active status. Section 4. A new appointee is not considered an official member of the Ryder Roundtable unless the appointee was inducted into the Roundtable at the official induction ceremony. Section 5. Any retired member of the Roundtable who has been in a retired status for at a minimum of 3 years and who has demonstrated sales excellence, outstanding efforts to promote and facilitate the Roundtable, served on the Board of Directors and has demonstrated their passion through actions to the Roundtable can be selected for the Roundtable Hall of Fame. The Hall Of Fame committee comprised of all actively employed former Round Table Chairmen will annually nominate a retired Roundtable member for the Hall of Fame. The Board of Directors will vote on the induction at the next scheduled Board of Directors meeting. There will be no requirement to elect a HOF member in any given year. The decision will be at the sole discretion of the Board of Directors based on the criteria presented for consideration.

5 Section 6. The Roundtable Board of Directors may select an individual to receive the Roundtable Award of Excellence to honor those individuals who have both excelled as contributors to the company's success and supported the Ryder Roundtable. This honoree may or may not be a member of the Ryder Roundtable. When possible, the Roundtable Award of Excellence recipient will be honored at the next induction ceremony after his/her nomination is confirmed by the Board of Directors. Upon selection as the AOE winner a jacket of pale blue color bearing the Roundtable symbol upon its left breast pocket will be awarded at the annual Roundtable induction ceremony. This jacket will passed down the line from generation to generation symbolizing the highest form of respect from our membership. Careful consideration should be given for anyone receiving this jacket as this is the highest honor you can be awarded by our organization. ARTICLE VI MEMBERSHIP Section 1. The annual meeting of the general membership of the Roundtable will be held at such time and place as may be designated by the Board of Directors. The Board of Directors may call a special meeting of the Roundtable whenever appropriate or may poll, in writing, via , or by other electronic means the general membership without the necessity of a meeting. Section 2. Each member present at any general membership meeting once inducted will be entitled to one (1) vote per motion. All Roundtable action will be determined by a vote of the majority of the votes cast. It is not necessary that a majority of the total membership constitute a quorum or convene a meeting or vote on any particular motion. A member is entitled to Roundtable voting privileges after his/her induction ceremony. At the discretion of the Board of Directors, items not otherwise covered in these by laws, can be presented to the general membership, via e mail or other electronic means for a vote. The issues to be addressed will be sent to the general membership, via or other electronic means at least one-week prior to the scheduled vote. Section 3. Attendance at the annual meeting or any special meeting will be optional for all members. The Roundtable Chairman, after consultation with all members of the Executive Committee and the board of directors, will decide any attendance requirements or restrictions. Changes in attendance criteria will be communicated to the general membership via as soon as the Roundtable Chairman and the Executive Committee have made a definitive decision. The Roundtable Chairman will send notification to the Region leadership of each member qualifying for re-attendance to the annual meeting. This notification will encourage attendance at the annual meeting. Section 4. All new Roundtable members may bring their spouse, significant other, or family member at their individual location's expense, to the annual meeting in the year of their induction into the Roundtable. In the event that the inductee's spouse, significant other or family member is ill or unable to attend the induction ceremony, the inductee may bring his/her spouse, significant other or family member the following year provided the inductee meets the Roundtable attendance criteria for that year and receives approval from the board of directors. Section 5. All new Roundtable members will choose a Roundtable sponsor to present them for Roundtable induction at the annual meeting. The Roundtable sponsor will be selected from the

6 list of returning members for that year s annual meeting. This sponsor will walk the inductee up to receive his/her jacket upon induction. Section 6. The general membership may establish a scholarship fund which will be administered by the Board of Directors and which the members will finance by personal contributions and annual dues to be matched by Ryder. Section 7. The dress code for members when wearing the yellow coat is a white shirt/blouse, black slacks/skirt, black shoes and Roundtable tie and coat. Past Chairman, Chairman and Board ties will be solid color. Color to be determined by Board. Past Chairman, Chairman and Board will wear position appropriate lapel pins. At the discretion of the Board, pins, patches, badges, etc. will be issued to define year of induction, re-attendance record, and past salespersons of the year. Section 8. At the discretion of the Roundtable Board of Directors, the Ryder Roundtable will pay for lodging and transportation for the scholarship winner and parents. All others, including Board Members will be at their own expense and at the discretion of the Executive Committee. Section 9. At all events where Roundtable members are in Roundtable attire a Roll Call will be performed by the highest ranking board member or longest tenured member utilizing the following introduction: In 1966 our founder, Jim Ryder, created the Roundtable organization to recognize an elite honor society of sales professionals. The members of this prestigious organization are to be considered the Best of the Best within the industry. Jim was very proud of his Ryder family and he wanted this to be projected through the membership. That is why today our primary focus is to promote scholastic achievement for the youth of Ryder families. The Roundtable organization has awarded over 400 scholarships totaling well over a million dollars since inception. As you look around the room and see the gold, remember, at minimum it took years to earn these coats and for some a lifetime. These gold coats represent a guiding light and a reminder that, above all else, honesty and integrity is our mission. It is my honor to perform this roll call in recognition of these individuals achievement. I will call your name by year of induction, thus indicating our highest regard for your tenure. Please stand when your name is called and remain standing until all members in attendance have been introduced. Also, please hold your applause until all members in attendance have been introduced. Past Chairman, Chairman and current members of the Board should be noted as such during their introduction.

7 ARTICLE VII BOARD OF DIRECTORS Section 1. The Board of Directors will all be members of the Roundtable and the number of Directors will be determined by the Chairman. All Directors will be nominated and approved by the general membership via an on line nomination and voting process or, at the annual meeting, with the exception of the UK International Division having the right to elect one board member from the UK membership. The decision to hold board member voting via an on line vote or at the annual meeting will be at the discretion of the Board of Directors. Mid year Board of Director vacancies will be filled by the Chairman of the Round Table for the remaining tenure of that Board member no longer serving his/ her term. The Board of Directors will consist at a minimum of a Chairman, Vice Chairman, Secretary, Treasurer, Seargent at Arms, Historian, Public Relations and immediate Past Chairman of the Roundtable (optional). All Directors positions will be for a term of three (3) years. At the discretion of the current Chairman, Directors may serve successive terms. If there are 3 or more board member vacancies in one year, at the discretion of the Chairman, one current board member can be extended for one additional term. A non appointed board member can only be extended for one discretionary term. At the completion of the discretionary term that board member may run for re-election by participating in the standard process for board member elections. The remaining vacancies will be filled using one of the standard processes described above. Those members of the Ryder Roundtable who are interested in running for election to the Board of Directors should, contact an existing Board member prior to the next induction ceremony or during the period that on line nominations for board members are being accepted. Section 2. The Chairman will serve for a two (2) year term and will be presented to the general membership at its annual meeting upon his appointment. The Chairman will be the chief executive officer of the Roundtable, will preside at all Board meetings and will comply with all applicable laws with respect to his duties as Chairman of the Board. The Chairman will establish all policies with respect to the affairs of the Board. A member of Roundtable who is appointed as Chairman may not serve more than 2 total terms during their tenure with Ryder. The Board of Directors may, at their discretion and with a unanimous vote, ask the then acting Chairman to serve his second term consecutively.

8 Section 3. The Vice Chairman will be appointed by the Chairman of the Board of Directors from those currently serving on the Board of Directors. During the absence or incapacity of the chairman, the Vice Chairman will assume the duties and exercise the powers of the Chairman. The Vice Chairman will perform such other duties as may be requested by the Chairman. The Vice Chairman may, at the discretion of the Chairman serve more than a (1) year term if the then acting Chairman has been extended to a second term. Section 4. The Secretary and Treasurer will serve for a term of one (1) year and will be appointed by the Chairman. The Treasurer will be the chief financial officer of the Roundtable and will be responsible for the scholarship funding process, financial record keeping and other records of the Roundtable. The Secretary will maintain all minutes of the Roundtable meetings and conference calls. The Secretary will also be responsible for maintaining the official role of the active members. If the positions of Secretary and/or Treasurer become vacant for any reason, the Chairman may appoint an Assistant Treasurer and/or Assistant Secretary who will function in the same capacity and who will be a Ryder employee but who may or may not be a Roundtable member. Section 5. The Chairman may call a meeting of the Board of Directors at any time and place when appropriate with 15 days written, electronic or faxed notice. Any action required to be taken by the Board will be determined by a majority vote of the Directors present or it may be taken without a meeting if a majority of the Directors consent to or ratify such action in writing or via . Section 6. The Ryder Roundtable will pay for lodging, transportation, and one dinner for Roundtable board members for each Roundtable Board Meeting (two per year). Section 7. The Board may designate one or more committees, and elect a chairman of any committee from the members of the then currently serving Board of Directors; to perform such duties as may be determined by the Board. Section 8. The Board may set basic policies of the Roundtable and recommend to the general membership, for its approval, any reasonable membership dues. The vote to change the membership dues will take place at the annual membership meeting or via e mail Effective January 1, 2013, annual dues will be $200 U.S. or equivalent Pound Sterling (U.K.) for each active member. Section 9. The Board will administer the scholarship fund established by the general membership and will select all scholarship recipients based on scholastic ability, extra curricular activities, and financial need. All candidates must be members of the immediate family of a full time Ryder employee who has been employed by Ryder for at least one year. The Board will recommend to the general membership, for its approval, that the number and the amount of scholarships which the Board believes is appropriate to award.

9 Section 10. In order for the Roundtable membership criteria to change, the change must be recommended and approved by the Board. New membership criteria, once approved by the current Board of Directors, becomes effective immediately unless otherwise stated by the Board of Directors. This criteria needs to me reviewed annually and ratified by the board prior to the beginning of July each year.

10 ARTICLE VIII EXECUTIVE COMMITTEE Section 1. The Executive Committee will consist of the President and Chief Executive Officers of Fleet Management Solutions and Supply Chain Solutions, Executive or Senior Vice President Sales of Fleet Management Solutions, and Supply Chain Solution, or their designees. Section 2. The purpose of the Executive Committee will be to monitor the activities of the Roundtable and advise the Board of Directors when appropriate and approve induction criteria. All members of the Executive Committee will act as a liaison between Ryder and the Roundtable. All members will have the authority to sign all necessary certificates or documents on behalf of the Roundtable but will not be permitted to vote at any meeting of the Board of Directors or general membership. ARTICLE IX ADOPTION AND AMENDMENT Section 1. These By-Laws may be adopted, altered, amended or repealed by new By- Laws by a majority vote at any meeting of the Board of Directors or general membership. ARTICLE X MISSION STATEMENT Section 1. The Mission Statement of the Ryder Roundtable is: "To enhance growth of Ryder product lines while improving customer retention through assuming a leadership role in sales, training, motivation, and personnel development.

11 ROUNDTABLE HALL OF FAME Jim Champagne Roland Fell Jack Fien Jim Hinze Gene Bradshaw Dex Kimball Mike Mason (Pended until Retirement) ROUNDTABLE AWARD OF EXCELLENCE Gene Bradshaw Bob Bowen Lou Creekmur Joe Claster Charlie Greer George Burkhart Raymond Casey Greg Sweinton