GBTA North Central Chapter Bylaws

Updated  February 2017


ARTICLE I - NAME AND LOCATION

1. The name of this non-profit 501( c)( 6) corporation organized under the laws of the State of Minnesota is the GBTA North Central Chapter of the Global Business Travel Association (GBTA). It is hereinafter referred to in these Bylaws as the Chapter.

2. The location of the Chapter shall be in the State of Minnesota.

ARTICLE II - PURPOSES

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

ARTICLE III - MEMBERS

1. Classes. There shall be five (5) classes of membership:

a. Direct membership shall be available to corporations, associations, government agencies or other business organizations. Individuals designated by such direct members to attend meetings shall have job responsibilities that include, but are not limited to: establishment or implementation of travel policy and procedures, travel itinerary planning, and liaison with vendors of travel products and services. Direct members have full voting privileges.

b. Allied membership shall be available to 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 companies, ground transportation operators and travel management companies. Allied members have full voting privileges.

c. Honorary membership may be conferred on an individual by majority vote of the Board of Directors for the year, or for the full following year. Honorary members shall not have voting privileges.

d. In- Transition memberships shall be available to Chapter members in good standing, who are in the midst of a job transition. In Transition memberships shall not exceed a term of more than 6 months. Individual members shall not have voting privileges.

f. Indirect Members. The Association will have a class of voting
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.

2. Applications. Any individual or business desiring to become a member of the Chapter must apply on forms/Internet approved and supplied by the Chapter. The dues required for the first year of membership must accompany applications. Applications for membership shall be approved or denied by the Board of Directors.

a. Amounts. The Board of Directors shall establish the amount of any initiation fees, 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.

3. Meetings.

a. Annual meeting. There shall be an annual meeting of the membership of the Chapter, to be held at a time and place to be determined by the Board of Directors, to hear reports concerning the conduct of the Chapter's activities, to elect directors and officers, and to conduct such other business as outlined in advance on the agenda.

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 voting 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. All members of the Chapter shall be notified in writing of each meeting. Notification will be sent to each member in the records of the Chapter not more than sixty (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 or purposes for which the meeting is called.

4. Quorum. The presence in person of a majority of the voting members of the Chapter shall constitute a quorum for the transaction of business at any meeting of the membership.

5. 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 for one of the following offenses: dishonesty, fraud, violation of the Code of Ethics, 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.

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 without payment of those amounts.

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, 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 twelve (12), including the President, Vice President-Direct, Vice President-Allied, Treasurer, Secretary, three (3) Direct member Directors, and three (3) Allied member Directors of the Chapter. Because the President Elect and Chairperson (Immediate Past President) serve in alternating years, their positions shall be considered one Board seat. 

No more than two individuals from the same company shall be elected to the Board at the same time; no more than three individuals from the same company can sit on the Board for the same term. Should multiples be elected; the BOD will review the membership vote results and make a determination based on the best interest of the chapter.

3.Terms.

a. Term Limitations. Each officer of the Chapter (other than the President) shall be elected in person by the members for a term of two years in office, and may not serve more than two consecutive terms in each office. The President may not serve more than one (1) consecutive two (2) year term in office.

b. Terms – Odd Election Years. The President, Treasurer and Secretary shall serve terms of two (2) years or until successors are duly elected, to begin in January following the annual meeting on odd election years at which their election is announced and end in December two (2) years later. The President Elect shall serve a term of one (1) year, to begin in January following the annual membership meeting on odd election years at which their election is announced and end in December two (2) years later. Three (3) Directors; one (1) Direct member Director and two (2) Allied member Directors shall serve terms of two (2) years or until successors are duly elected, to begin in January after the annual membership meeting on odd election years at which their election is announced and end in December two (2) years later.

c. Terms – Even Election Years. The Vice President Direct and Vice President Allied shall serve terms of two (2) years or until successors are duly elected, to begin in the January following the annual membership meeting on even election years at which their election is announced and end in December after the annual membership meeting two (2) years later. The Chairperson (Immediate Past President) shall serve a term of one (1) year, to begin in January following the annual membership meeting on even election years at which their election is announced and end the December after the annual membership meeting one (1) year later. Three (3) Directors; two(2)Direct member Directors; and one (1) Allied member Director shall serve terms of two (2) years or until successors are duly elected, to begin in the January following the annual membership meeting on even election years meeting at which their election is announced and end in the December after the close of the annual membership meeting two (2) years later.

4. Elections. The Directors shall be elected at the annual meeting in the years specified in Article IV, 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 vote of a majority 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. The Board of Directors will fill any vacancy on the Board of Directors

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. The Secretary shall give notice of the regular meetings of the Board of Directors at least thirty (30) days before the meeting. The Secretary shall give notice of any special meeting of the Board of Directors 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 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. Members participating via a conference call shall be deemed present.

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, may be taken without a meeting if 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, a Direct Vice President, an Allied Vice President, a Treasurer, a Secretary, and the Chairperson (Immediate Past President) / President Elect, at least two (2) of whom must be Direct Members.

2. Election. The President Elect upon being elected by the membership shall serve in that position for one (1) year. The President Elect will then take office of President for a maximum of two (2) years upon expiration of his/her term of office as President Elect. The President shall take office of Chairperson (Immediate Past President) for a maximum of one (1) year upon expiration of his/her term of office as President. The Treasurer shall be elected to a two (2) year term, and may serve more than two (2) consecutive terms in office only if an outside audit of the Chapter financial records/treasurer report is conducted at least once each Treasurer term. The terms of office of each Officer shall continue until his or her successor has been elected or appointed.

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 dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter by a vote of a majority of the members.

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.

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 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. The President shall have previously served on the Board of Directors. The President shall be a member in good standing of the Global Business Travel Association and attend all Chapter President Council meetings as required. GBTA North Central Chapter will pay the President’s membership fee and associate costs.

7. Vice President - Direct shall assist the President and President Elect in performing the duties of those offices and shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President.

8. Vice President - Allied. The Allied Vice President shall assist the President and Direct Vice President in performing the duties of those offices and shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President.

9. 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 his/her hands in some reliable bank or other depository approved by the Board of Directors. The Treasurer shall report the financial position of the chapter at each board meeting.

10. Secretary. The Secretary shall give notice and attend meetings of the Board of Directors and shall keep all non-financial records of the Chapter; and shall perform all other duties assigned by the President or the Board of Directors. For instances in which the Secretary cannot attend the Board of Directors meeting, the President shall appoint a suitable replacement at his/her discretion.

11. Chairperson. The Chairperson is the Immediate Past President and shall serve in an advisory capacity in order to ensure continuity and to provide such assistance as may be required by the President. The Chairperson shall fill in for the President when necessary.

12. President Elect shall consult with the President and Board Members in a voting roll and can fill in for the President when necessary. The President Elect shall perform such duties as may be assigned by the President, and shall take an active part in the general affairs of the Chapter. This position will allow the President Elect to observe the President in the fulfillment of his/her duties so that the President Elect will be prepared to continue a smooth and seamless transition to the Presidency in the following year. The Chairperson shall fill in for the President when necessary.

ARTICLE VI - ELECTION

1. Nomination Procedure. All nominations must be in writing (which may include electronic submissions via the Chapter website) 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 held at the annual elections meeting; electronic voting prior to the annual elections meeting shall be accepted. The candidate for each office receiving the highest number of votes will be elected. In the event of a tie, the members present at the annual meeting shall be asked to vote again for the tied position. Proxy votes will remain the same.

ARTICLE VII - COMMITTEE

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

2. Chairs. The Board Liaison shall appoint all chairs of committees and they will be approved by the President.

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 appointments.

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 rules adopted by the Board of Directors.

ARTICLE VIII - CONTRACTS, CHECKS, DEPOSITS, AND FUND

1. Contracts. The Board of Directors shall authorize any officer 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 officer 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 Treasurer.

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.

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 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 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. Program year begins January 1 and ends the last day of December the same year.

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 ACTIVITIES

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, and 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 extent authorized by the Board of Directors. No indemnification or advance against expense 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. The Chapter shall purchase a minimum of $1,000,000 in Director & Officer Liability Insurance.

ARTICLE XIV - PROCEDURE

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 provisions of the Articles of Incorporation of these Bylaws.

ARTICLE XV - 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 ballots cast by members with at least thirty (30) days' written notice of impending vote, setting forth the proposed changes, is given of intention to alter, amend, or repeal, or to adopt new Bylaws. 

©  2016 GBTA - North Central Chapter All rights reserved.