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BYLAWS OF THE ROCKY MOUNTAIN CHAPTER OF THE
NATIONAL BUSINESS TRAVEL ASSOCIATION
ARTICLE 1- NAME AND LOCATION
Section 1. Name.
The Name of this non-profit corporation is THE ROCKY MOUNTAIN CHAPTER OF THE NATIONAL BUSINESS TRAVEL ASSOCIATION. It is hereinafter referred to in these Bylaws as the Chapter.
Section 2. Location.
The location of the Chapter shall be in the State of Colorado, but memberships may also encompass other states.
ARTICLE II- PURPOSE
The principle 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
Section 1. Classes.
There shall be six (6) classes of membership:
- Direct. Direct Membership shall be available to individuals employed by a corporation, association, government agency or other business organization to administer the travel purchasing of that organization. Direct membership is an individual membership. There is no limit to the number of Direct Members per organization.
- Allied. Allied membership shall be available to one representative of firms engaged in the business of supplying travel or transportation products or services. Such firms may include, but are not limited to: airlines, hotels/motels, car rental agencies and ground transportation operators. The Board of Directors shall determine policies governing eligibility. Allied membership shall be an individual membership.
- Student. Student memberships shall be available to individuals enrolled in a post-secondary academic program leading to qualification as a member.
- Honorary. Honorary memberships may be conferred on an individual by majority vote of the Board of Directors.
- Allied Associate. In addition to the allied member, firms engaged in business of supplying travel transportation, product or services may have additional members. There is no limit on the number of Allied Associates per organization. The Allied Associate members will be encouraged to participate on committees.
- Retiree. Retiree memberships shall be available to individuals retired from a Direct, Allied, or Allied Associate role.
Section 2. Voting Rights.
Each Direct and Allied Member of the Chapter shall have one vote in all matters to be voted on by the members. Allied Associate, Student, Honorary and Retired members shall have NO voting rights. At all meetings of the Chapter, each voting member shall have one (1) vote and may vote electronically via the secured RMBTA website or in person.
Section 3. Application.
All applicants for membership shall complete the membership application on the RMBTA website.Admission to membership shall be by majority vote of the Board of Directors, or in any other manner as the Board may determine. The first year’s dues shall be submitted with the application
Section 4. Dues.
- Amount. The Board of Directors shall establish the dues or any other charges required to be paid by member.
- 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.
Section 5. Termination.
A. General rule. Membership in the chapter shall terminate upon the resignation of a member by filing written notice with the Secretary; upon termination for failure to pay dues; or upon expulsion from membership based on dishonesty, fraud, or misrepresentation in connection with the Chapter.
B. Expulsion. No member shall be expelled, except for failure to pay dues, without due process. Expulsion shall be upon a two-third (2/3) vote of the Board of Directors present and voting at the duly constricted meeting.
C. Forfeiture. Upon termination of any 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
Section 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, to committees and employees such powers as are provided for in these Bylaws.
Section 2. Membership.
The Members of the Directors shall be nine (9) including the President, Vice-President, Secretary, Treasurer (as provided for in Article VI, Section 2) , the immediate Past President, one (1) Directors elected from the Direct membership and one (1) Directors elected from the Allied membership, one (1) Philanthropy Director and one (1) Education/Program Director.
Section 3. Eligibility.
Any member in good standing is eligible for an elective position for which they qualify on the Chapter’s Board of Directors.
Section 4. Term of Office.
Elected Board members take office at the Annual Meeting following election and serve a term of (2) years or until their successors are elected and have assumed office. Any part of the term in excess of one year shall be considered a full term. No elected Board member shall be eligible to serve (3) consecutive terms in the same office.
Section 5. Election.
Election of the Board of Directors shall be by vote of the Direct and Allied membership in a manner prescribed by the Nominating Committee and approved by the Board of Directors. Plurality vote shall elect.
Section 6. Removal.
A Director may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a plurality vote of the members.
Section 7. 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.
Section 8. Vacancies.
Any vacancy on the Board of Directors will be filled by special election as prescribed by the Nominating Committee and approved by the Board of Directors.
Section 9. Meetings.
a. The President shall set the time and place of the regular meetings of the Board of Directors.
b. The Board of Directors shall meet at least once each quarter, with one of these meetings held in conjunction with the Annual Meeting of the Chapter.
c. 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 day, hour and place of any special meeting.
Section 10. Notice.
Notice of the regular meetings of the Board of Directors shall be given at least twenty (20) days before the meeting by a designated Board member or appointee of the Board of Directors. Notice of any meeting may be waived at any time. The attendance of a member at any meeting shall constitute waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as provided by law or their bylaw, neither the business to be transacted at, nor the purpose of any regular or special meeting need be specified in the notice or waiver of notice of such meeting for the waiver to be effective.
Section 11. 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.
Section 12. 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 Newly Revised.
Section 13. Informal Action.
Any action required by law to be taken at a meeting of the 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 for the action so taken, shall be signed by the majority of the Directors.
Section 14. Duties of the Direct Director, Allied Director, Philanthropy Director and Education/Program Director.
- Direct Director- This job represents direct membership interests in RMBTA Board of Directors discussions and decisions. This persons will be asked to:
- Serve as liaison to special interest committee as requested by the Board of Directors.
- Interface with membership in explaining and supporting Board of Directors decisions
- Solicit memberships for RMBTA
- Encourage committee participation within the membership
- Allied Director- This job represents direct membership interests in RMBTA Board of Directors discussions and decisions. This persons will be asked to:
- Serve as liaison to special interest committee as requested by the Board of Directors.
- Interface with membership in explaining and supporting Board of Directors decisions
- Solicit memberships for RMBTA
d. Encourage committee participation within the membership
C. Philanthropy Director – This job represents direct and allied membership interests in RMBTA Board of Directors discussions and decisions. This person will be asked to:
a. Serve as liaison to the philanthropy committee chairperson(s) as requested by the Board of Directors.
b. Interface with membership and philanthropy committee chairperson(s) in explaining and supporting Board of Director decisions in regards to charity selection, charity support and interface and RMBTA philanthropy related fund raising events.
c. Solicit membership for RMBTA
d. Encourage committee participation within the membership.
D. Education/Program Director – This job represents direct and allied membership interests in RMBTA Board of Directors discussions and decisions. This person will be asked to:
a. Serve as liaison to the education/program committee chairperson(s) as requested by the Board of Directors.
b. Interface with membership and education/program committee chairperson(s) in explaining and supporting Board of Director decisions in regards to programs and educational seminars provided by RMBTA.
c. Solicit membership for RMBTA
d. Encourage committee participation within the membership.
ARTICLE V. MEETINGS
Section 1. Annual Meeting.
The Annual Meeting of the Chapter shall be held in January of each year for he purpose of installation of the Board of Directors and the transaction of other regular business. Written or electronic notice of any meeting shall be sent to each member not less than twenty (20) days before the meeting date and shall state the day, hour and place of the meeting.
Section 2. Regular Meetings.
Regular membership meetings shall be at such day, hour and place as established by the Board of Directors.
Section 3. Special Meetings.
A special meeting of the membership may be called by the President, the Board of Directors or by one third (1/3) of the Direct and Allied members at such day, hour and place as stated in the call. The call or request for the meeting shall state its purpose or purposes.
Section 4. Notice.
The Secretary of assigned designee shall notify all members of the Chapter of each meeting, by first class mail or electronically at the address in the record of the Chapter not more than (60) days nor less than ten (10) days before the date of the meeting. In the case of a special meeting, the notice shall state the purpose for which the meeting is called.
Section 5. Quorum.
A majority of voting members in good standing and present at any regular or special meeting shall constitute a quorum.
Section 6. Vote.
At all meetings of the Chapter, each voting member (Direct and Allied) shall have one (1) vote and may vote electronically via the secured RMBTA website or in person as designated by the Board of Directors. A majority of those members voting shall govern.
ARTICLE VI- OFFICERS
Section 1. Officers.
The elected officers of the Chapter shall be a President, a Vice- President, a Secretary, a Treasurer and the Immediate Past President.
Section 2. Eligibility.
Any voting member in good standing is eligible for nomination and election to an office. A candidate for President or Vice President must have previously served on the Board of Directors of the Chapter. If the membership status of an officer changes during his or her term on the Board of Directors, the officer may continue in his or her role and shall exercise full voting privileges as a member of the Board of Directors.
Section 3. Election.
Each officer of the Chapter (other than the Immediate Past President) shall be elected in a manner prescribed by the Nominating Committee and approved by the Board of Directors. Officers shall take office at the Annual Meeting following election and serve a term of two year, or until such time as successors are duly elected. A member may serve no more than two (2) consecutive terms in the same elective office.
Section 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.
Section 5. Removal.
Any elected officer may be removed from office for dishonesty, fraud or misrepresentation in connection with eh affairs of the Chapter buy a plurality vote of the members.
Section 6. Vacancy
A vacancy in any office (except President), whether because of the membership’s failure to elect any officer, resignation, removal, disqualification or death, shall be filled in a manner prescribed by the Nominating Committee and approve by the Board of Directors. Plurality shall elect.
Section 7. Duties
The Duties of elected officers of the Chapter shall include, but are not limited to the following responsibilities as determined by the Board and consistent with these By Laws.
A. President. The President shall:
a. Be the chief executive officer of the Chapter and shall supervise all business of the Chapter
B. Vice President. The Vice-President shall:
a. Assist the President in performing the duties of that office
b. In the absence of the President, perform the duties and exercise the powers of the President.
C. Secretary. The Secretary shall:
a. Give notice and attend all meetings of the Chapter
b. Shall keep all non-financial records of the Chapter
c. Shall perform all other duties assigned by the President or the Board of Directors.
D. Treasurer. The Treasurer shall:
a. Be responsible for assuring the collection and have custody of all funds of the Chapter and disperse monies at the direction of though Board of Directors.
b. Assure that accurate financial records are maintained and report on the financial condition of the Chapter as called upon by the President.
E. Immediate Past President. The Immediate Past President shall serve in an advisory capacity in order to ensure continuity and provide such assistance as may be required by the President.
ARTICLE VII- COMMITTEES
Section 1. Authority.
The President my designate such ad hoc committees as are considered necessary to carry out the purposes of the Chapter.
Section 2. Chairs.
The President shall appoint all committee chairmen with the exception of the Nominating Committee. All committee chairs will attend two (2) meetings of the Board of Directors per year. One of which must be the January Board of Directors meeting
Section 3. Vacancies.
Vacancies in the membership of any committee may be filled by the President with the exception of the Nominating Committee.
Section 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 By Laws or with rules adopted by the Board of Directors. All committees except the Nominating Committee shall report any findings and recommendations to the Board of Directors for final decision. The Nominating Committee shall report to the membership.
Section 5. Ex-officio.
The President and Vice President shall be member’s ex-officio of all committees except the Nominating Committee.
Section 6. Nominating Committee.
Nomination of candidates for Board of Directors positions shall be by a Nominating Committee. Direct and Allied members shall be elected to the Nominating Committee by the voting members. Plurality vote shall elect. The chairman of the Nominating Committee shall be a Direct member to be elected by the committee members.
Section 7. Committee Meetings.
Committee chairs shall submit scheduled meeting plans in advance to the RMBTA administrator to post to the association calendar for all membership viewing.
ARTICLE VIII- CONTRACTS AND FINANCE
Section 1. Audit.
The accounts of the Chapter shall be audited at least once annually within ninety (90) days following the close of the fiscal year in a manner prescribed by the Board of Directors.
Section 2. Compensation.
The Board of Directors and committee members shall serve without compensation from the Chapter, The Board of Directors may authorize compensation for contracted service necessary for the operation of Chapter business.
Section 3. Contracts.
The Board of Directors shall authorize any officer(s) or agent(s) of the Chapter in addition to the officers so authorized by these By Laws, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Chapter and such authority may be general or confined to specific instances.
Section 4. 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(s) or agent(s) of the Chapter and in such a 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.
Section 5. 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.
Section 6. Funds.
The Board of Directors may accept on behalf of the Chapter any contribution, gift, bequest, or other devise for the general purposes of for any special purpose of the Chapter.
Section 7. Non-Profit Corporation
The Chapter shall be organized and operated within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954 as amended (or the corresponding provision of any future United States Internal Revenue Law).
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 if the authority over the Board of Directors.
ARTICLE X. - FISCAL YEAR
The fiscal year of the Chapter shall be as established by the Board of Directors.
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 ACTIVITES
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 or 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 extend 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 or an opinion concerning the legality of the proposed indemnification or advance.
ARTICLE XIV. - PARLIMENTARY AUTHORITY
The rules contained in the most recent edition of Robert’s Rules of Order Newly Revised shall provide the rules of procedure for the Chapter where they are not inconsistent with the provisions of the Articles of Incorporation, these By Laws and any special rules of order the Chapter may adopt.
ARTICLE XV. - AMENDMENT
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the direct and allied members in good standing. Eligible voters may vote electronically via the secured RMBTA website or in person as designated by the Board of Directors. At least twenty (20) days notice, setting forth proposed changes must be given of intention to alter, amend, or repeal or to adopt new Bylaws. Such notification of upcoming vote must be communicated to all voting members in good standing electronically via the secured RMBTA website or in writing. Amendments or revision may be proposed by the Board of Directors on its own initiative or upon petition of ten percent (10%) of the voting members in good standing addressed to the Board of Directors.
ARTICLE XVI. – DISSOLUTION
In the event of the dissolution of the Chapter, any funds remaining after provision for payment of all legal debts shall accrue to the National Business Travel Association.
Adopted: 3/11/86
Revised: 7/13/093
2/94
10/00
Amended: 8/9/88
11/13/90
3/10/98
1/2005
11/2007
July 2009
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