Bylaws

BYLAWS OF THE BALTIMORE-WASHINGTON CHAPTER

OF THE GLOBAL BUSINESS TRAVEL ASSOCIATION

 

ARTICLE ONE

NAME

The name of this non-profit corporation is THE BALTIMORE-WASHINGTON CHAPTER OF THE GLOBAL BUSINESS TRAVEL ASSOCIATION. It is hereinafter referred to in these Bylaws as the Chapter.

ARTICLE TWO

PURPOSE

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 2.1 Classes of Members. The Association will have two (2) classes of voting members and five (5) classes of nonvoting members (“Members”). No person may hold membership in more than one (1) class. If there is uncertainty as to which class of membership an applicant should be admitted, that determination shall be made by the Board. Membership status is connected to the duties the individual performs in his or her profession, and is not related in any way to the geographic location of where such services are performed.

Section 2.2 Voting Members. The Association will have two (2) classes of voting members (“Voting Members”) who will be qualified as set forth below and will be admitted as set forth in Section 2.4. The Voting Members will have such duties and rights as provided under these Bylaws.

Section 2.2.1 Direct Members. The Association will have a class of voting members consisting of individuals whose primary responsibility is to either (A) procure business travel services for the employees of a corporation or organization, or (B) promulgate and administer travel policies for a corporation or organization (“Direct 2 50405777.15 Members”). Direct Members shall have all privileges of membership in the Association as set forth in these Bylaws. Direct Members shall elect seven (7) Directors to serve on the Board as more fully set forth in Section 3.2.2

Section 2.2.2 Allied Members. The Association will have a class of voting members (“Allied Members”), who are not Direct Members, and who are regularly employed by any of the following businesses (“Eligible Business(es)”):

  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 Firm; or
  12. Other Professional Travel Services Firm or Association.

 

Any Eligible Business that is a parent or holding company with franchisees or local units shall pay a single initiation fee as set forth by the Board, and the individuals employed by such Eligible Business, its franchisees, or local units may join as Allied Members. Such initiation fee shall be distinguishable from any annual dues payment requested by the Association of each Allied Member. Allied Members may vote in the election of the two (2) Allied Member Directors, as more fully set forth in Section 3.2.3, and on matters referred by the Council of Allied Leadership. Allied Members shall have no other voting rights.

Section 2.3 Nonvoting Members. In addition to Voting Members, the Association will have five (5) classes of nonvoting members (“Nonvoting Members”), who will be qualified as set forth below and will be admitted as set forth in

Section 2.4. Nonvoting Members shall have no voting rights. Section 2.3.1 Indirect Members. The Association will have a class of nonvoting members consisting of travel consultants, travel buyers who are compensated by Allied Members, and other travel professionals aside from those that fit within the definition of a Direct Member or an Allied Member (“Indirect Members”). Indirect Members may not hold elective office in the Association. However, Indirect Members may participate on Association committees with the approval of the Association’s President.

Section 2.3.2 Press Members. The Association will have a class of nonvoting members consisting of corporations, organizations, or individuals principally engaged in monitoring and reporting as press media (“Press Members”). Press Members may not hold elective office in the Association. Individuals who are Press Members may serve on an Association committee with the approval of the Association’s President. In the case of 3 50405777.15 corporations or organizations that are Press Members, their designated representative may serve on an Association committee with the approval of the Association’s President.

Section 2.3.3 Academic Members. The Association will have a class of Nonvoting Members (“Academic Members”) consisting of the following two (2) subclasses of Nonvoting Members: · Student Members. The Association will have a subclass of nonvoting members consisting of any full time post-secondary student enrolled in a program at a college, university, or other post-secondary institution that is recognized by the Association as leading to a degree in travel, transportation, or hospitality management, and any student organization which represents such students (“Student Members”). Student Members may not hold elective office in the Association, but may serve as an observer on any Association committee with the written permission of such committee. In the case of a Student Member that is a student organization, a representative of that student organization may be designated by that student organization to serve as an observer on any Association committee provided that such individual has received the written permission of that committee to do so. · Educator Members. The Association will have a subclass of nonvoting members consisting of any full-time teacher or professor who is engaged in teaching students in subject areas related to the Association’s core mission of business travel at a licensed or accredited school or university (“Educator Members”). Educator Members may not hold elective office, but may serve on any committee for which such Educator Member is eligible.

Section 2.3.4 Honorary Members. The Association will have a class of nonvoting members consisting of individuals who have been recognized by the Board as having rendered distinguished service to the business travel industry or the Association (“Honorary Members”). Honorary Member designations are automatically accorded to individuals upon their retirement, who have served in designated positions, including original founding members of the Association; Past Presidents of the Association who served full terms; recipients of the Association’s Annual President’s Award; past Board members; and past Allied Members of the Year. Honorary Members may not hold elected office in the Association, but may serve on any Association committee for which such Honorary Member is eligible. Honorary Members will be extended complimentary registration to the annual convention or meeting of Members of the Association (“Annual Convention”). The privilege of this status shall be suspended if an Honorary Member is employed by another firm or individual to solicit or promote a business product or service at the Annual Convention, or such individual engages in such activity on his or her own behalf.

Section 2.3.5 Retired Members. The Association will have a class of nonvoting members consisting of Direct Members in good standing who have retired from full-time employment and are not currently employed by any Eligible Business (“Retired Member”). Retired Members shall not hold elected office in the Association, but may serve on any Association committees for which such Retired Member is eligible. Any Member who becomes unemployed shall, for purposes of membership classification, be deemed a Retired Member. For purposes of these Bylaws, the term “unemployed” refers to a Member who has not been employed by an Eligible Business for a period of one (1) year or more.

 

Section 2.3.6     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.

  1. The Board of Directors shall establish the amount of any initiations fee, dues, or other charges required to be paid by members.

 

  1. 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.

  1. Membership meetings.Membership meetings of the Chapter shall be held on the third Thursday bimonthly, unless changed by the Board of Directors.

 

  1. Notice of regular membership meetings will be e-mailed at least fifteen (15) days in advance.

 

  1. 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.

 

  1. Meeting attendance.RSVP and 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 or carry forward their prepayment to the next meeting with 24 hour notice.  Members without an RSVP for the meeting will be assessed an additional charge at the door (space permitting).

 

  1. 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.

  1. 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.
  2. 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.

 

  1. 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

ELECTIONS

 Section 1. Nomination Procedure. 

  1. At the October 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.

 

  1. The nominating committee for their consent will personally contact all nominees.

 

 Section 2. Election Procedure.

  1. 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. 

 

  1. 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.

 

  1. Preparation and distribution of the ballots will be the responsibility of the nominating committee. Elections will take place prior to the December membership meeting.

 

  1. The nominating committee shall tabulate ballots, and the results shall be announced at the December membership meeting of the election year, unless the Board specifies another time.

ARTICLE FIVE

OFFICERS

Section 1.     Officers. The officers of the Board shall be a President, a Vice President, a Treasurer, a Secretary as voted by the membership.

Section 2.  Appointed Officers are the Immediate Past President of the Chapter, Director of Venue Selection, Director of Social Media/Technology, Director of Sponsorship, Director of Membership, Director of Programs & Education, Director of Government Liaison, Allied Member at Large, Direct Member at Large.  These officers are appointed by the Board Officers, must attend board meetings and have voting rights at board meetings.

Section 3.     Appointment. Each Director of the Chapter (other than the Immediate Past President) shall be appointed by the Elected Officers for a two-year term of office, and may not serve more than one consecutive terms. The Immediate Past President shall take office for two (2) years upon the expiration of their term of office as President.

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 appointed director may be removed from office with ¾ of the board’s vote, for absence from six chapter meetings, board activities, terminating chapter membership, dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a majority vote of the Board of Directors.

Section 6.     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.

ARTICLE SIX

DUTIES OF OFFICERS

Section 1.     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 2.     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 prescribed by the Board of Directors or the President.

Section 3.     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 4.     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 5. 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.

 

ARTICLE SEVEN

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 thirteen (13) or such other number as determined by the officers, 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, Director of Venue Selection, Director of Public Relations & Marketing, Director of Sponsorship, Director of Membership, Director of Programs & Education, Director of Technology, Director of Government Liaison, Allied Member at Large, Direct Member at Large.

Section 3.      Terms. The Directors shall serve terms of two (2) years, to begin on the first of January following their election and end in December with the election of new Board of Directors.

Section 4.     Appointment. The Directors shall be appointed by the elected officers (President, VP, Treasurer, Secretary)

Section 5.     Removal. A Director may be removed from office with a vote from ¾ of the board members, for absence from six chapter meetings, board activities, terminating chapter membership, 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. 

  1. The President shall set the time and place of the regular meetings of the Board.

 

  1. 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.

Section 12. Director of Venue Selection, an appointed position by the Board. Director of Venue Selection 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 Director of Venue Selection shall perform all other duties assigned by the President or Board of Directors.

Section 13. Director of Social Media, an appointed position by the Board.  Director of Social Media is responsible for generating interest in the Chapter and market our events through various communication methods as approved by the Board. Additionally, the Director of Social Media will reach out to the area served by the chapter and inform it of the Chapter’s purpose & upcoming functions. Finally, he/she shall perform all other duties assigned by the President or Board of Directors.

Section 14. Director of Sponsorship, an appointed position by the Board.  Director of Sponsorship is responsible for generating interest in the Chapter and growing sponsorship revenue.  Finally, the Director Sponsorship shall perform all other duties assigned by the President or Board of Directors.

Section 15. Director of Membership, an appointed position by the Board.  Director of Membership is responsible for growing chapter membership, sending out annual invoices to our members, working with potential and new members and registering the attendees at the Chapter’s meetings. Additionally, the Director of Membership will perform all other duties assigned by the President or Board of Directors.

Section 16. Director of Programs & Education, an appointed position by the Board. Director of Programs & Education is responsible for coming up with the Chapter’s meeting topics and speakers. The Director of Programs & Education should be in-tune with the needs and desires of the membership and cater programs around them. Additionally, the Director 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 17. Director of Technology, an appointed position by the Board. Director of Technology is responsible for maintaining and updating the Chapter’s web-site with up-to-date information on upcoming functions and events. The Director of Technology will also perform all other duties assigned by the President or Board of Directors.

Section 18. Director of Government Liaison, an appointed position by the Board.  Director of Government Liaison is responsible for keeping the Chapter operating within the guidelines of the Chapter’s By-Laws, representing the chapter at GBTA Legislative Summit and help with fundraising efforts for GBTA’s PAC.  Director of Government Liaison 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 Director of Government Liaison will be responsible for administering the vote of by-law changes with the general membership. Finally, the Director of Government Liaison will perform all other duties as assigned by the President of Board of Directors.

 

ARTICLE EIGHT

COMMITTEES

Section 1.     Authority. The Board may designate such ad hoc committees as needed to carry out the purposes of the Chapter.

Section 2.     Chairs. Committee Chairs will be held by appointed board members.  For special committees, the Board may appoint a Committee Chair from the membership.

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 NINE

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 TEN

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 ELEVEN

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS, TRAVEL & EXPENSE

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.

Section 5. Travel and Expense. Any member of the board who travels on behalf of the Baltimore Washington Business Travel Association must continue their board duties for a full 6 months or their term limit after the date of expense in order to receive full reimbursement.

ARTICLE TWELVE

LIMITATION ON CHAPTER ACTIVITIES

The Chapter shall not rate, endorse, or certify any product or service of suppliers.

ARTICLE THIRTEEN

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 FOURTEEN

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 FIFTEEN

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.