BYLAWS OF THE DALLAS/FORT WORTH BUSINESS TRAVEL ASSOCIATION, INC., A CHAPTER OF THE NATIONAL BUSINESS TRAVEL ASSOCIATION
ARTICLE I – NAME
The name of this non-profit corporation shall be The Dallas/Fort Worth Business Travel Association, Inc., or DFWBTA. The DFWBTA is a chapter of the National Business Travel Association, or NBTA, and is hereinafter referred to as the Chapter.
ARTICLE II – PURPOSE
1. Mission statement. The DFWBTA strives to educate, foster leadership and promote community service by bringing together professionals in the business travel industry. The Chapter strives to:
a. Bring together, through constructive cooperation, suppliers and travel managers
to exchange views and ideas for the benefit of the business traveler and the travel industry.
b. Educate members and to advance the knowledge and professionalism of its
members through conferences, lectures, seminars, scholarship opportunities and other appropriate means.
c. Enhance the business partnerships between travel managers and travel suppliers through mutual respect, networking, and open communication.
d. Enhance business travel management as a profession and to create travel industry professionals who are leaders in the Chapter and in the travel industry.
e. Encourage membership and support of the National Business Travel Association.
f. Be actively involved in supporting the community through service involvement and charitable contributions.
ARTICLE III – MEMBERS
1. Classes. There shall be four (4) classes of membership.
a. Direct. Direct membership shall be limited to any individual currently employed or unemployed for a period of less than three (3) months, by a company who is engaged in the procurement and management of business travel services for the corporation. Direct members shall have all voting rights and may hold elective office within the Chapter.
b. Allied. Allied membership shall be open to any air carrier, hotel, rental car, car service, travel agency, charge/credit card, travel management consulting firm, travel-related automation company, meeting services, and other travel professional service firms. Membership will be limited to one (1) active individual currently employed or unemployed for a period of less than three (3) months by a vendor company and one (1) alternate individual that can vote in place of the active individual. Allied members shall have all voting rights and may hold elective office within the Chapter. Allied membership may be transferred within a company upon application and approval by the Membership Committee.
c.Student/Educator. 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 as a student member. Student members may not hold elective office or vote, but may serve as an observer on any committee. Any full time teacher/professor from a licensed or accredited school/university engaged in teaching students in subject areas related to NBTA’s core mission of business travel. Educator members may not hold elective office or vote, but may serve on any committee.
d. Honorary. 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 an honorary member of the Association by the Board of Directors. Honorary memberships are automatically accorded to individuals upon their retirement, who have served in designated positions, including original founding members of the Association; Past Presidents who served full terms; recipients of the Annual President’s Award; past Board of Director members; and past Allied Members of the Year. Honorary members may not hold elected office or vote, but may serve on committees. Honorary members will be extended complimentary registration to the 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 if they engage in such activity on their own behalf.
2. Voting Rights. Each Direct and Allied member of the Chapter shall have one vote in membership voting matters.
3. Applications. Any individual 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 membership. Applications for membership shall be approved or denied by the Membership Committee.
4. Dues. The annual dues shall be set, and adjusted from time to time, by the Board of Directors. The dues of all members shall be payable at the beginning of each calendar year. Renewal dues must be received by March 1 to continue membership in good standing. No dues will be refunded for any reason.
a. Annual meeting. The October monthly meeting is designated as the Chapter’s annual meeting. The time and place of the meeting is to be determined by the Board of Directors.
b. Monthly meetings. Members of the Chapter shall meet monthly unless a special event is held in lieu of a meeting. Notice of the special meeting and the purpose of such meeting, date, time, and shall be mailed or sent by facsimile by the Secretary to the membership two weeks prior to the meeting. A December monthly meeting will not be held. The time and place of such meetings are to be determined by the Board of Directors.
c. Additional meetings. Additional meetings may be called by two-thirds of the officers or one-third of the membership whenever matters of importance deem it necessary. Notice of the special meeting and the purpose of such meeting, date, time, and place shall be mailed or sent by facsimile by the Secretary to the membership two weeks prior to the meeting.
d. Notice. The Secretary of the Chapter shall notify all members of the
Chapter of each meeting by mail or sent by facsimile to each member at his/her address of record 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.
e. Quorum. A majority of members present with voting rights will constitute
a quorum for regular or special meetings.
6. Termination of membership.
a. General rule. Membership in the Chapter shall terminate upon the
resignation of a member; or upon expulsion from membership only for failure to pay dues, dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter.
b. Expulsion. No member shall be expelled without due process, except for failure
to pay dues. 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 or possession of property or other assets of the Chapter shall be forfeited by the member.
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 delegate to officers of the Chapter and to committees such powers as are provided for in these Bylaws.
2. Membership. The number of Director positions shall be seven (7) including the President, Vice President, Treasurer, Secretary, Immediate Past President of the Chapter, one Allied director and one Direct director. The Allied director shall serve as the voice of the Allied member constituency in board meetings and board votes, and the Direct director shall serve as the voice of the Direct Member constituency in board meeting and board votes. Both the Allied director and Direct director positions shall have board voting rights and will fulfill additional responsibilities as determined by the Board of Directors. Any individual seeking nomination, election or serving as a director or officer must be a member on good standing at all times during the campaign, election and term of service.
3. Terms. The Board of Directors shall serve terms of (2) years to begin January 1 and end December 31 following the next election.
4. Election. The Board of Directors shall be elected by blind ballot of the membership at the annual meeting in even numbered years.
5. Removal. A Director may be removed from office for failure to pay dues, dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a majority vote of the Board of Directors. An Allied or Direct director will be removed from the Board of Directors by a majority vote of the Board of Directors within 6 months of any employment change that changes his/her status from Allied to Direct or Direct to Allied.
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 requires notification of the membership within 30 days with the replacement to be elected by the Board of Directors at the next regularly scheduled meeting or special meeting. The Board of Directors will notify the membership of the vacancy and solicit candidates to fill the vacant position. The Board of Directors may appoint an interim Director from the Chapter membership until a new Director is elected by the Board. The Interim Director is eligible to be elected as the new Director.
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 written request of any two (2) Directors. The President, or the Directors who call the meeting, shall set the time and place of the special meeting.
c. Each chapter must be represented at a minimum of two Chapter Presidents Council meetings per calendar year. If the President can not attend a CPC meeting, the chapter must send the other chapter board member who is a member of NBTA.
9. Notice. Notice of the regular meetings of the Board of Directors shall be given by the Secretary or the President at least thirty (30) days before the meeting. Notice of any special meeting of the Board of Directors shall be given by the Secretary or the President 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 e-mail to each Director at the address 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 or by these Bylaws.
12. Informal Action. Any action required by law to be taken at a meeting of the Board of Directors, or any action that may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a all of the Board of Directors.
ARTICLE V - OFFICERS
1. Officers. The officers of the Chapter shall be President, Vice President, Treasurer, Secretary, and the Immediate Past President. A minimum of two officers are required to be NBTA members.
2. Election. Each officer of the Chapter (other than the Immediate Past President) shall be elected for a two-year term of office, and may not serve more than one consecutive term (which limits total consecutive time in office to 4 years). The Immediate Past President shall take office for two (2) years upon the expiration of his/her term of office as President and shall server until a new President is elected. The terms of office of each officer shall begin January 1, and shall end December 31 of the next election year. Any individual seeking nomination, election or serving as a director or officer must be a member on good standing at all times during the campaign, election and term of service.
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 office for failure to pay dues, dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter or for failing to uphold the responsibilities of the office, by a vote of two-thirds of Board of Directors.
5. Vacancy. Any vacancy in any office requires notification of the membership within 30 days with the replacement to be elected by majority vote of the Board of Directors. The Board of Directors will notify the membership of the vacancy and solicit candidates to fill the vacant position. During the interim time it takes to elect a new officer to the position, the Board of Directors can appoint an Interim officer to carry out the duties and responsibilities of the position.
6. President. The President shall be the chief executive officer and shall exercise general supervision over the affairs of the Chapter consistent with these Bylaws. The President shall be a Direct or Allied member in good standing. The President must be a NBTA member, if not currently then must become a member after elected. 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 except the nominating committee, and in general shall perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors. In the event of the absence of both the Secretary and the Vice President, the President will be responsible for maintaining non-financial records of the Chapter, including but not limited to minutes of Board of Director meetings and Chapter meetings.
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. In the Secretary’s absence, the Vice President will be responsible for maintaining non-financial records of the Chapter, including but not limited to minutes of Board of Director meetings and Chapter meetings.
8. Treasurer. The Treasurer shall be responsible for maintaining the Chapter’s financial records, keeping 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 that may come into the Chapter’s possession. The Treasurer shall, as soon as reasonably possible, deposit all funds of the Chapter coming into his/her hands in a reliable bank or other depository approved by the Board of Directors, and shall keep such bank account in the name of the Chapter. The Treasurer shall furnish a statement of the financial condition of the Chapter to the membership monthly, and at any time upon request by the Board of Directors. The Treasurer shall furnish a statement of cash flows and an income statement to the membership bi-annually, in January for the preceding fiscal year and in July for the first half of the current year. The Treasurer shall perform such other duties as the Bylaws may require or the Board of Directors may prescribe.
9. Secretary. The Secretary shall give notice of all Board of Director and Chapter meetings unless the President or Vice President choose to do so; shall keep all non-financial records of the Chapter, including but not limited to minutes of Chapter and Board of Director meetings; and shall perform all other duties assigned by the President or the Board of Directors. The Secretary shall provide to the membership minutes of the previous monthly members meeting at or prior to each monthly meeting regarding any Chapter business which occurs at the meeting.
10. Immediate Past President. The Immediate Past President shall serve in an advisory capacity to ensure continuity and to provide such assistance as may be required by the President.
ARTICLE VI – ELECTIONS
1. Nomination Procedure: All nominations for Officer and Board of Director position(s) except the Immediate Past President must be in writing and submitted to the Nominating Committee at least two weeks prior to the September monthly meeting in election years. The Nominating Committee shall review all nominations and verify that each nominee is a member in good standing, has paid all dues and fees owed to the Chapter, and is willing to run for office. The Nominating Committee will present the list of qualified nominees to the Chapter at the September monthly meeting in election years, and each nominee will be provided an opportunity to address the membership at that meeting.
2. Election Procedure. The elections for Officer and Board of Director positions except the Immediate Past President shall be held at the annual membership meeting in October in even number years. All qualified nominees for each position shall be included on the ballot, and the Nominating Committee will be responsible for distributing and counting the ballots. The candidate for each office receiving the highest number of votes will be elected to the office for which he/she was nominated. Nominees must be employed in the travel industry in the Dallas Fort Worth Metroplex. In the event of a tie, a second ballot will be immediately distributed to voting members for a vote between the top tied candidates.
ARTICLE VII- COMMITTEES
1. Standing Committees. The standing committees of the Chapter shall be:
Membership Committee, Public Relations/Information Committee, Charity Committee and Technology Committee, and other committees as deemed necessary by the Board of Directors. The President and Vice President may be a member ex-officio of all committees except the Nominating Committee.
2. Ad Hoc/Special Committees. The Board of Directors may designate such Ad Hoc/Special Committees as deemed necessary to carry out the purposes of the Chapter.
a. An Ad HOC/Special Committee is appointed for a specific purpose and exists until the duty assigned is accomplished or discharged.
b. Ad Hoc/Special Committees that have not reported to the Board of Directors during a two (2) year term shall cease to exist when new officers are elected.
3. Committee Chair. The Board of Directors will appoint all committee chairpersons except the Nominating Committee.
4. Committee Members. The Board of Directors will appoint or approve committee members except members of the Nominating Committee.
5. Reporting. All committees must report to the Board of Directors on all duties assigned to them during the year as scheduled by the Board of Directors.
6. Nominating Committee. Nomination of candidates for Officer and Board of Director positions shall be received and qualified by the Nominating Committee. The Nominating Committee shall be comprised of two Direct and two Allied members who are not currently holding officer or director positions and who cannot run for any elected position during their two year term on this committee. The Nominating Committee will be responsible for qualifying candidates and counting ballots during the election process. This committee will be elected by a ballot vote of the membership at the June meeting in an election year. Nominations for these positions must be submitted in writing at least two weeks before the June meeting and will be qualified by the current Nominating Committee.
7. Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the entire committee shall constitute a quorum. Each committee may adopt rules for its own governance not inconsistent with the Bylaws.
8. Vacancies. Vacancies in the membership of any committee except the Nominating Committee may be filled by appointment of the Board of Directors.
ARTICLE VIII -CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
1. Contracts. The Board of Directors shall authorize any officer or officers, agent, or agents of the Chapter in addition to the officers 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 payment of money, notes, or other evidences of indebtedness issued in the name of the Chapter over $500 shall be signed by two of the following: President, Vice President, Treasurer and/or Secretary.
3. Deposits. All funds of the Chapter shall be received and stamped by the President, Vice President, Secretary or Treasurer and shall be deposited in such banks approved by the Board of Directors. All cash funds collected must be received and recorded with signatures by at least two Chapter members designated by 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, and must document what was accepted with the Treasurer to be added to the assets of the Chapter.
ARTICLE IX - BOOKS AND RECORDS
The Chapter shall keep correct and complete books and records of account and shall also keep highlights of minutes of proceedings of its Board of Directors and committees having any authority of the Board of Directors. At the end of each calendar year, the Board of Directors will appoint a committee to audit and certify the books of the Chapter for the previous year’s activity. The financial report will include a profit and loss statement, a balance sheet using the CPC template and a recently reviewed copy of the DFWBTA bylaws.