Bylaws

San Diego Business Travel Association, Inc.

By Laws

 

 

Article I – Name

 

The name of this non-profit corporation is THE SAN DIEGO BUSINESS TRAVEL ASSOCIATION, INC.  It is hereinafter referred to in these Bylaws as “the Chapter.”

 

Article II – Purpose

 

The principal purpose of the Chapter shall be to promote the common business interest of individuals and businesses engaged in the business travel industry.

 

Article III – Members

 

1.      Classes.  There shall be these classes of membership:

a)      Direct Members shall be defined as employees of corporations that travel and relocate their personnel.  This also includes employees who plan company meetings and incentive programs.  Membership in the Chapter shall be open to the individuals primarily responsible for travel, transportation and associated activities.

b)      Allied Members shall be defined as employees of airlines, auto rental companies, hotels and motels, household goods carriers and other vendors of travel and transportation services relating to corporate travel.

c)      Honorary Members shall be defined as persons who retire while an active member, or any person to whom the Board grants membership status due to special circumstances.

d)      Student Members shall be defined as persons enrolled in a curriculum related to the Hospitality or Travel industry and be able to show proof of courses.

e)      Press shall be defined as members who are in the media or work for a media-affiliated company.

f)        Other shall refer to any person not fitting any of the above categories or descriptions.

 

2.      Voting Rights. Each Direct, Allied, Press or Other member of the Chapter who has paid for membership shall have one vote in all matters to be voted on by the members.  Honorary and Student members shall have no voting rights.

 

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 the initiation fee and dues required for the first year of membership.  Applications for membership may be reviewed, 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 the 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)      Meetings.  There shall be periodic meetings of the membership of the Chapter, to be held at a time and place to be determined by the Board of Directors to conduct such  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 Direct and Allied 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 Communications Director shall notify all members of the Chapter of each meeting by email and reference to the website at his/her address in the records of the Chapter not more than sixty (60) days or less than ten (10) days 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 two-thirds (2/3) of the Direct and Allied members shall constitute a quorum for the transaction of business at 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, or upon expulsion.

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 Power.  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 a minimum of ten (10) including the officers.

 

3.      Terms.  The Directors shall serve terms of a minimum of one (1) year beginning and concluding with the fiscal year of the Chapter.

 

4.      Election.  The Directors shall be elected by ballot of the membership at the annual meeting.

 

5.      Removal.  A Director may be removed from office for dishonesty, fraud or misrepresentation in connection with the affairs of the Chapter by a vote of two-thirds (2/3) of the members.

 

6.      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.

 

7.      Vacancies.  Any vacancy on the Board of Directors will be filled by the Board of Directors and duties may be re-assigned as necessary.

 

8.      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.

 

9.      Notice.  Notice of the regular meetings of the Board of Directors shall be given at least thirty (30) days before the meeting by the Executive Vice President.  Notice of any special meeting of the Board of Directors shall be given at least three (3) calendar days before the meeting by the Executive Vice President.  In both cases, the notice shall be in writing and delivered via e-mail 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.

 

10.  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.

 

11.  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.


12.  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, Executive Vice President, a Vice President of Treasury, a Vice President of Administration and Chairperson/Past President.

 

2.      Election.  Each officer of the Chapter (other than the Chairperson/Past President) shall be elected by written ballot of the voting members for a one-year term in each office.

 

3.      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.

 

4.      Removal.  Any elected officer may be removed from the office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a vote of two-thirds (2/3) of the Board of Directors.

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5.      Vacancy.  A vacancy in any office (except the President), whether because of the membership’s failure to elect any officer, resignation, disqualification or death, shall be filled by the Board of Directors for the unexpired portion of the term.

 

6.      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. The President 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.

 

7.      Executive Vice President.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Executive Vice President shall perform the duties of President. The Executive Vice President shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President.  The Executive Vice President shall act as Agent for Service of Process.

 

8.      Vice President of Treasury.  The Vice President of Treasury shall keep correct and complete records of account, showing accurately at all times the Chapter’s financial condition.  The Vice President of Treasury 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 Vice President of Treasury shall immediately deposit all funds of the Chapter coming into his/her hands in some reliable bank or other depository approved by the Board of Directors and shall keep such bank account in the name of the Chapter.  Upon request by the Board of Directors, the Vice President of Treasury 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 Vice President of Treasury 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.

 

9.      Vice President of Administration.  The Vice President of Administration shall ensure that notice is properly given for meetings and 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 of the Chapter.   The Vice President of Administration shall also serve and act in the capacity of Secretary to the Chapter.

 

10.  Chairperson/Past President.  Any active past president may serve in order to ensure continuity and to provide such assistance as may be required by the President.  In the eventuality that a past president is not available then the position may remain vacant.

 

Article VI – Elections

 

1.      Nomination Procedure.  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 by written ballot of the voting members, the results to be announced at the last membership meeting of the fiscal year.  The candidate for each office receiving the highest number of votes will be elected.

 

Article VII – Committees

 

1.      Authority.  The President may designate such ad hoc committees as are considered to be necessary to carry on the purposes of the Chapter.

 

2.      Committee Chairs.  The President shall appoint Chairs and Committees as deemed necessary.

 

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 appointment.

 

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 the rules adopted by the Board of Directors.

 


Article VIII – Contracts, Checks, Deposits and Funds

 

1.      Contracts.  The Board of Directors shall authorize any officer or officers, agency or agents 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, order for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter shall be signed by such officers or officers, agent, 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 Vice President of Treasury.  Any checks, drafts, orders for the payment of money, notes or other evidences of indebtedness in excess of $1,000 requires a majority vote approval  of the Board of Directors

 

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 Vice President of Treasury 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 device 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 for 7 years or as required otherwise of accounts and shall also keep highlighted minutes of proceedings of the 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 – Limitation on Chapter Activities

 

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 such reasonable costs, expenses and counsel fees paid or incurred in connection with any action, suit or proceeding to which any such person of 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 of advance.

 

Article XII – Procedures

 

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 provision of the Articles of Incorporation or these Bylaws.

 

Article XIII –