Bylaws

BYLAWS OF THE PUGET SOUND BUSINESS TRAVEL ASSOCIATION, A CHAPTEROF THE NATIONAL BUSINESS TRAVEL ASSOCIATION
 
 
                                                               ARTICLE I - NAME
 
            The name of this non-profit Washington State corporation is THE PUGET SOUND BUSINESS TRAVEL ASSOCIATION A CHAPTER OF THE NATIONAL BUSINESS TRAVEL ASSOCIATION. It is hereinafter referred to in these Bylaws as the Chapter.
 
 
                                                          ARTICLE II - PURPOSES
 
            The principal purpose of the Chapter shall be to promote the common business interests of individuals and businesses engaged in the business travel industry. 
 
 
                                                         ARTICLE III - MEMBERS
 
            1.   Classes. There shall be Five (5) classes of membership:
 
(a)    Direct Members. Any individual that is regularly employed to (1) procure business travel services for other employees of the corporation or organization, or (2) promulgate and administer travel policies for the corporation or organization, shall be eligible to apply to be as a Direct member of the Association. All Direct members shall have the right to vote and to have all privileges of membership.
 
(b)  Allied Members. Any individual that is regularly employed in any of the following businesses is eligible to apply to be an Allied member of the Association;
 
                       (1)        Auto Rental Company;
                        (2)        Bus Company;
                       (3)        Certified Air Carrier;
                        (4)        Cruise Line Company;
                        (5)        Hotel or Motel Operator;
                        (6)        Issuer of Travel-Related Credit or Charge Account Cards;
                        (7)        Livery Company;
                        (8)        Mover of Household Goods;
                        (9)        Railroad Company;
                        (10)      Travel-Related Technology Company;
                        (11)      Travel Management Consulting firms; or
                        (12)      Other Professional Travel Services Firms or Associations.
      
(c)  Honorary Members. Any individual who has been recognized by the Board of Directors as having rendered distinguished service to the industry or the Association may be elected as an honorary member of the Association by the Board of Directors. Honorary members who meet the membership requirements set forth in these bylaws shall receive free membership to the organization along with all of the benefits accorded to paying members. Honorary memberships are automatically accorded to Past Presidents who have served a full term. Retired Honorary members may not hold elected office or vote, but may serve on committees.     
 
                                    (d) Associate Members. Defined as one who becomes unemployed from any   classification and wishes to remain an Association member. Members who become unemployed, must apply for Associate status.
 
                                    (e) Academic Members.
 
Student Members. Any full-time post-secondary student enrolled in a program at a college, university, or other post-secondary institution which is recognized by the Association leading to a degree in travel, transportation, or hospitality management, and any student organization which represents such students, is eligible to apply to be a student member. Student members may not hold elective office or vote, but may serve on any committee.
 
Educator Members. Any full time teacher/professor from a licensed or accredited school/university engaged in teaching students in subject areas related to the Chapter’s core mission of business travel. Educator members may not hold elective office or vote, but may serve on any committee.                                                                                           
  
                   
            2.   Voting rights. EachDirect and Allied member of the Chapter shall have one vote in all matters to be voted on by the members.Associate, and Academic, and retired Honorarymembers shall have no voting rights.  Votes may be taken by mail or by electronic transmission.
 
            3.   Applications. Any individual or business desiring to become a member of the Chapter must apply on forms approved and supplied by the Chapter. Applications must be accompanied by thedues required for the first year of membership. Applications for membership shall be approved or denied by the Board of Directors.
 
            4.   Dues.
           
                    (a)  Amounts. The Board of Directors shall establish the amount of any initiation fee, dues, or other charges required to be paid by members. 
 
                    (b)  Delinquency. Members whose dues are more than thirty (30) days in arrears may be suspended, and may not vote, pending payment. Members whose dues are more than sixty (60) days in arrears may be terminated as members.
 
            5.   Meetings.
 
                    (a)  Annual meeting. There shall be an annual meeting of the membership of the Chapter, to be held at a time and place to be determined by the Board of Directors, to hear reports concerning the conduct of the Chapter’s activities, to elect directors and officers, and to conduct such other business as may properly come before the meeting.
 
                    (b)  Special meetings. A special meeting of the members shall be held upon the call of the Board of Directors or the written request signed (within any 60-day period) by one-third of the Allied and Direct members, at the time and place stated in the call. The call or request for the meeting shall state its purpose or purposes.
 
                    (c)  Notice. The Chapter shall notify all members of the Chapter of the annual business meeting no less than ten (10) nor more than fifty (50) days before the date of the meeting. Notice for all other meetings shall be made no less than (10) day before the date of the meeting. In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called.
 
                    (d)  Quorum. The presence in person of One Third of the voting members of the Chapter shall constitute a quorum for the transaction of business at any meeting of the membership.
 
            6.   Termination of membership.
 
                    (a)  General rule. Membership in the Chapter shall terminate upon the resignation of a member; upon termination for failure to pay dues; violation of the bylaws; or upon expulsion from membership for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter as determined by the Board of Directors.
 
                    (b)  Expulsion. No member shall be expelled, except for failure to pay dues, without due process. Expulsion shall be upon a two-thirds vote of the Board of Directors present and voting at a duly constituted meeting.
 
                    (c)  Forfeiture. Upon termination of membership in the Chapter, any and all rights and privileges of membership, and any interest in the property or other assets of the Chapter shall be forfeited by the member.
 
                    (d)  Liability for dues. Termination of any membership shall not relieve the former member from liability for any unpaid dues or other duly assessed fees. No former member having any outstanding charges for unpaid dues or fees shall be re-admitted to membership without payment of those amounts.
 
                                                                                
 
ARTICLE IV - BOARD OF DIRECTORS
 
            1.   General Powers. The property, affairs, and business of the Chapter shall be managed and controlled by its Board of Directors. The Board of Directors may by general resolution delegate to officers of the Chapter and to committees such powers as are provided for in these Bylaws.
 
            2.   Membership. The number of Directors shall be seven (7), or such number as approved by the Board of Directors and shall include Direct and Allied committee chairpersons and the following Officers: the President, Vice President, Treasurer, Secretary, and Immediate Past President (President Emeritus) of the Chapter.
           
            3.   Removal.   A Director may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter at the discretion of the President.
 
            4.   Resignation. A Director may resign from the Board of Directors by written notice to the Board. Unless another time is specified in the notice or determined by the Board, a Director’s resignation shall be effective upon receipt by the Board.
 
            5.   Vacancies. Any vacancy on the Board of Directors will be filled by Presidential appointment. Vacancy of the President’s position shall be filled by two-thirds vote of a quorum of the voting directors.
 
            6.   Meetings.
 
                    (a)  The President shall set the time and place of the regular meetings of the Board.
 
                    (b)  Special meetings of the Board of Directors may be called by either the President or upon the written request of any three (3) Directors. The President, or the Directors who call the meeting, shall fix the time and place of any special meeting.
 
                    (c) Attendance at meeting of the Board is obligatory for all Board members.   If a Director shall miss more than 2 meetings in a twelve month period, he may be removed by the board by a majority vote of a quorum of the directors. 
 
            7.   Notice. Notice of the regular meetings of the Board of Directors shall be given at least thirty (30) days before the meeting. Notice of any special meeting of the Board of Directors shall be given at least three (3) calendar days before the meeting. In both cases, the notice shall be in writing and delivered personally, sent by overnight mail, facsimile, or email to each Director at his/her address as shown by the records of the Chapter. The business to be transacted at any special meeting of the Board of Directors must be specified in the notice of such meeting.
 
            8.   Quorum. The presence of a majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
 
            9.   Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, by these Bylaws, or by Robert’s Rules of Order. 
 
            10.   Informal Action. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Directors.
 
 
                                                           ARTICLE V - OFFICERS
 
            1.   Officers. The officers of the Chapter shall be a President, a Vice President, a Treasurer, a Secretary, and the Immediate Past President (President Emeritus). Officers must be either Direct or Allied members in good standing.   
 
            2.   Election. Each officer of the Chapter (other than the President Emeritus) shall be elected in person by the voting members for a two (2) year term of office, and may not serve more than one consecutive term in each office. The President Emeritus shall automatically take office for two (2) years upon the expiration of his/her term of office as President. The terms of office for each officer shall begin at the beginning of the annual board retreat or January 1st whichever comes sooner.
 
            3.   Terms. The Officers shall serve terms of Two (2) years, to begin at the beginning of the annual board retreat or January 1st proceeding the election (whichever comes first). 
 
            4.   Resignation. An officer may resign by written notice to the Board of Directors. Unless another time is specified in the notice or determined by the Board, an officer’s resignation shall be effective upon receipt by the Board.
 
            5.   Removal. Any elected officer may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a vote of 51% of the voting members.
 
            6.   Vacancy. A vacancy in any office (except the President), whether because of the membership’s failure to elect any officer, resignation, removal, disqualification, or death, shall be filled by Presidential appointment.   Vacancy of the President’s position shall be filled by two-thirds vote of a quorum of the voting directors.  
 
            7.   President. The President shall be the chief executive officer and shall exercise general supervision over the affairs of the Chapter consistent with policies established by the Board of Directors. The President shall preside at all meetings of the members, and at all meetings of the Board of Directors; shall be the principal spokesperson for the Chapter; shall appoint the chairpersons of, and serve ex officio on, all committees, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. 
 
            8.   Vice President. In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President. The Vice President shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President. 
 
            9.   Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the Chapter’s financial condition. The Treasurer shall be legal custodian of all monies, notes, securities, and other valuables, which may from time to time come into the Chapter’s possession. The Treasurer shall immediately deposit all funds of the Chapter coming into his/her hands in some reliable bank or other depository approval by the Board of Directors, and shall keep such bank account in the name of the Chapter. Upon request by the Board of Directors, he/she shall furnish a statement of the financial condition of the Chapter, and shall perform such other duties as these Bylaws may require or the Board of Directors may prescribe. The Treasurer shall be responsible for maintaining the financial records and may be required to furnish bond in such amount as shall be determined by the Board of Directors.
 
            10.   Secretary. The Secretary shall attend all meetings of the Chapter; shall keep all non-financial records of the Chapter; and shall perform all other duties assigned by the President or the Board of Directors. 
 
            11.   Immediate Past President (President Emeritus). The President Emeritus shall serve in an advisory capacity in order to ensure continuity and to provide such assistance as may be required by the President.
 
 
                                                        ARTICLE VI - ELECTIONS
 
            1.   Nomination Procedure.   Nominations for officers may be made by any member of the
Chapter. All nominations must be in writing and submitted to the Board of Directors. The Board of Directors shall review all nominations and verify that each nominee is a member in good standing and has paid all dues and fees owed to the Chapter.
 
            2.   Election Procedure. The elections shall be held at a monthly meeting as determined by the Board of Directors. The candidate for each office receiving the highest number of votes of a quorum of the member of the member will be elected. 
 
 
                                                     ARTICLE VII - COMMITTEES
 
            1.   Authority. The President may designate such ad hoc committees as are considered to be necessary to carry out the purposes of the Chapter. 
 
            2.   Chairs. The President shall appoint all chairs of committees.
 
            3.   Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
 
            4. Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
 
            5. Removal.  A Committee Chair may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter at the discretion of the President and with approval of the Board of Directors.
 
 
 
ARTICLE VIII - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
 
            1.   Contracts. The Board of Directors shall authorize any officer or officers, of the Chapter in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter and such authority may be general or confined to specific instances.
 
            2.   Checks. All checks, drafts, orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Chapter, shall be signed by such officer or officers, or agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer.
 
            3.   Deposits. All funds of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks or other depositories as the Treasurer may select with the approval of the Board of Directors.
 
            4.   Funds. The Board of Directors may accept on behalf of the Chapter any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Chapter.
 
 
                                              ARTICLE IX - BOOKS AND RECORDS
 
            The Chapter shall keep correct and complete books and records of account and shall also keep highlight minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
 
 
                                                        ARTICLE X - FISCAL YEAR
 
            The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December.
 
 
ARTICLE XI - SEAL
 
            The Board of Directors shall provide a corporate seal, which shall be in a form selected by a resolution of the Board of Directors.
 
 
                             ARTICLE XII - LIMITATION ON CHAPTER ACTIVITIES
 
            The Chapter shall not rate, endorse, or certify any product or service of suppliers.
 
 
ARTICLE XIII - INDEMNIFICATION
 
            Any present or former Director, officer, employee, or agent of the Chapter, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified (including advances against expenses) by the Chapter against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a Director, officer, employee, or agent, to the extent authorized by the Board of Directors. No indemnification or advance against expenses shall be approved by the Board or paid by the Chapter until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.
 
 
                                                   ARTICLE XIV - PROCEDURE
 
          The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for the Chapter where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.
 
 
                                      ARTICLE XV - AMENDMENTS TO BYLAWS
 
          These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the affirmative vote of two-thirds of the members present in person at any meeting called for that purpose, if at least thirty (30) days’ written notice, setting forth the proposed changes, is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.