Bylaws

BYLAWS OF THE BALTIMORE-WASHINGTON CHAPTER
OF THE NATIONAL BUSINESS TRAVEL ASSOCIATION
ARTICLE ONE.
NAME
The name of this non-profit corporation is THE BALTIMORE-WASHINGTON CHAPTER OF THE NATIONAL BUSINESS TRAVEL ASSOCIATION. It is hereinafter referred to in these Bylaws as the Chapter.
ARTICLE TWO.
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 THREE.
MEMBERS
Section 1.     Classes.  There shall be three (3) classes of membership:
a.     Direct - Direct members are those that are employed by their companies with the responsibility of managing and purchasing travel, implementing travel policies, and monitoring transportation and travel services.
b.     Allied - Allied members represent companies providing travel-related services such as airline, hotel, car rental, travel cards, travel technology and travel management services.
c.      Honorary - A member in good standing, upon retirement, may be appointed to honorary lifetime membership subject to the approval of a majority of the Board of Directors. The person or persons appointed to such membership shall not have the right to vote or hold office. They may serve on committees, but not as committee chairperson.
Section 2.     Voting rights. Each direct or allied member of the Chapter shall have one vote in all matters to be voted on by the members. Honorary members shall have no voting rights.
Section 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 dues required for the first year of membership. Applications for membership shall be approved or denied by the Board of Directors.
Section 4.     Dues.
a.     Amounts. The Board of Directors shall establish the amount of any initiations 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.
Section 5.     Meetings.
a.     Membership meetings. Membership meetings of the Chapter shall be held on the third Wednesday bimonthly, unless changed by the Board of Directors.
b.     Notice. Notice of regular membership meetings will be e-mailed at least fifteen (15) days in advance.
c.      Special meetings. The Secretary shall call a special meeting at the direction of the Board of Directors, or upon written request by fifty (50) percent of the regular members. No business shall be transacted at a special meeting except that for which notice was given. Notice of special membership meeting will be e-mailed at least twenty-one (21) days in advance.
d.     Meeting attendance. RSVP or prepayment of the established cost must be received at least 48 hours in advance of the meeting, may not be carried forward to the next meeting and is not refundable. A member who has paid in advance for the meeting may send a substitute. Members without an RSVP for the meeting will be assessed an additional charge at the door (space permitting).
e.      Non-members. Non-members may attend a maximum of two (2) meetings per fiscal year as a guest of a member in good standing.
Section 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 from membership only for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter.
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.
Section 7.     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 FOUR.
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 and to committees such powers as are provided for in these Bylaws.
Section 2.     Membership. The number of Directors shall be eleven (11) or such other number as determined by the directors, so long as that number is not less than three (3), and shall include the President, Vice President, Treasurer, Secretary, Immediate Past President of the Chapter, VP of Sites, VP of Public Relations & Marketing, VP of Membership, VP of Programs & Education, VP of Technology and VP of By-Laws.
Section 3.      Terms. The Directors shall serve terms of two (2) years, to begin on the first of October following their election and end on the thirtieth of September.
Section 4.      Election. The Directors shall be elected and appointed as required by these Bylaws.
Section 5.     Removal. A Director may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a majority vote of the members, as provided by law.
Section 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.
Section 7.     Vacancies. The Board of Directors will fill any vacancy on the board of Directors.
Section 8.     Meetings. 
a.     The President shall set the time and place of the regular meetings of the Board.
b.     Special meeting 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.
Section 9.     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 10. 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 or by these Bylaws,
Section 11. 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 FIVE.
OFFICERS
Section 1.     Officers. The officers of the Board shall be a President, a Vice President, a Treasurer, a Secretary, the Immediate Past President of the Chapter, VP of Sites, VP of Public Relations & Marketing, VP of Membership, VP of Programs & Education, VP of Technology and VP of By-Laws.
Section 2.     Election. Each officer of the Chapter (other than the Immediate Past President) shall be elected in person by the members for a two-year term of office, and may not serve more than one consecutive term in each office. The Immediate Past President shall take office for two (2) years upon the expiration of their term of office as President. 
Section 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.
Section 4.     Removal. Any elected officer may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a majority vote of the Board of Directors.
Section 5.     Vacancy. A vacancy in any office, whether because of the membership’s failure to elect any officer, resignation, removal, disqualification, or death, shall be filled by the Board of Directors for the unexpired portion of the term.
Section 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; shall be the principal spokesperson for the Chapter; shall appoint the chairperson of, and serve ex officio on, all committees, and in general shall perform all duties incident of the office of President and such other duties as may be prescribed by the Board of Directors.
Section 7.     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.
Section 8.     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 with 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.
Section 9.     Secretary. The Secretary shall give notice 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 or the Board of Directors.
Section 10. Immediate Past President. The Immediate Past President shall serve in an advisory capacity in order to ensure continuity and to provide such assistance as may be required by the President.
Section 11. Vice President of Sites. The Vice President of Sites is responsible for seeking out the location of the Chapter’s meetings. The meeting location must comply with the Chapter’s budget and approval of each site must be obtained by the Board of Directors. Additionally, the VP/Sites shall perform all other duties assigned by the President or Board of Directors.
Section 12. Vice President of Public Relations & Marketing. The Vice President of Public Relations and Marketing is responsible for generating interest in the Chapter and growing the Chapter’s membership. Additionally, the VP/Public Relations & Marketing will reach out to the area served by the chapter and inform it of the Chapter’s purpose & upcoming functions. Finally, the VP/Public Relations & Marketing shall perform all other duties assigned by the President or Board of Directors.
Section 13. Vice President of Membership. The VP of Membership is responsible forsending out annual invoices to our members, working with potential and new members and registering the attendees at the Chapter’s meetings. Additionally, the VP of Membership will perform all other duties assigned by the President or Board of Directors.
Section 14. Vice President of Programs & Education. The VP of Programs & Education is responsible for coming up with the Chapter’s meeting topics and speakers. The VP of Programs & Education should be in-tune with the needs and desires of the membership and cater programs around them. Additionally, the VP of Programs & Education should make the membership aware of scholarship opportunities and perform all other duties assigned by the President or Board of Directors.
Section 15. Vice President of Technology. The VP of Technology is responsible for maintaining and updating the Chapter’s web-site with up to date information on upcoming functions and events. The VP of Technology will also perform all other duties assigned by the President or Board of Directors.
Section 16. Vice President of By-Laws. The VP of By-Laws is responsible for keeping the Chapter operating within the guidelines of the Chapter’s By-Laws. The VP of By-Laws will be responsible for constructing any by-law changes as requested by the Board of Directors, alerting the membership of any proposed changes to the by-laws and explaining why the Board of Directors is requesting the change. The VP of By-Laws will be responsible for administering the vote of by-law changes with the general membership. Finally, the VP of By-Laws will perform all other duties as assigned by the President of Board of Directors.
 
ARTICLE SIX.
COMMITTEES
Section 1.     Authority. The President may designate such ad hoc committees as are considered to be necessary to carry out the purposes of the Chapter.
Section 2.     Chairs. The President shall appoint all chairs of committees.
Section 3.     Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as proved in the case of the original appointments.
ARTICLE SEVEN.
ELECTIONS
 Section 1. Nomination Procedure. 
a.     At the April membership meeting of each year, unless the Board specifies another time, nominees for elected officers will be accepted by the nominating committee from the floor.
b.     The nominating committee for their consent will personally contact all nominees.
 Section 2. Election Procedure.
a.     The final ballot shall consist of one or more candidates for each of the various offices. The nominating committee shall choose a candidate or candidates to run for the respective offices from the nominations submitted or from other qualified members, as the committee deems appropriate. 
b.     A short biography on each candidate shall be distributed at the April membership meeting, unless the Board specifies another time. The candidates will be publicly introduced and will have an opportunity to present their platforms.
c.      Preparation and distribution of the ballots will be the responsibility of the nominating committee. Elections will take place at the June membership meeting.
d.     The nominating committee shall tabulate ballots, and the results shall be announced at the September membership meeting of the election year, unless the Board specifies another time.
ARTICLE EIGHT.
FISCAL YEAR
The fiscal year of the Chapter shall begin on the first day of October and end on the last day of September.
ARTICLE NINE.
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 TEN.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The Board of Directors shall authorize any officer or officers, agent, 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.
Section 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, 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, the Treasurer shall sign such instruments.
Section 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.
Section 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 ELEVEN.
LIMITATION ON CHAPTER ACTIVITIES
The Chapter shall not rate, endorse, or certify any product or service of suppliers.
ARTICLE TWELVE.
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, expensed, 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 of an opinion concerning the legality of the proposed indemnification or advance.
 
ARTICLE THIRTEEN.
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 general membership meeting, if at least fifteen (15) days’ notice, setting forth the proposed changes, is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.
ARTICLE FOURTEEN
CODE OF ETHICS
All members of BWBTA shall operate with integrity and honesty in all BWBTA matters. Any information regarding membership obtained by or through this organization shall be considered confidential.