ByLaws

Article I - Name

The name of this non-profit organization is THE AUSTIN CHAPTER OF THE GLOBAL BUSINESS TRAVEL ASSOCIATION, located in the State of Texas. It is hereinafter referred to in these Bylaws as the Chapter.

Article II - 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. More specifically, the objectives of the Association shall be:

(a) to advance the knowledge and professionalism of all members through conferences, seminars, newsletters, and other educational means.

(b) to provide opportunities for communication between travel suppliers and representatives of corporations, associations, government agencies, and other business organizations which purchase travel services.

(c) to represent the positions of the membership on issues which affect business travelers and their employer organizations.

The above objectives are not intended to be all-inclusive. It shall be within the power of the Board of Directors of the Association to deal with other such matters as may be of benefit or interest to the membership.

Article III - Members

1. Classes. There shall be four (4) classes of membership:

(a) Direct (Corporate) – persons employed with a corporation for the prime purpose of procuring travel services for the employees of such corporation, or is responsible for administering the travel policies for the corporation.

(b) Allied – travel industry representatives for airline, car rental, hotel, agency, card, rail, limo, steamship, bus, relocation, and other travel related suppliers.

(c) Student/Educator – Members in this class shall have no voting rights, but will enjoy all other inherent benefits. Student/Educator members may participate on committees, but not chair, and may not hold elective office. (d) Honorary – persons receiving a conferred membership; with no inherent duty, obligation, voting rights or membership fees. Honorary members may participate on committees, but not chair, and may not hold elective office.

2. 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 initiation fee and dues required for the first year of membership. Applications for membership shall be approved or denied by the Board of Directors.

3. Dues.

(a) Amounts. The Board of Directors shall establish the amount of any initiation fee, dues, or other charges required to be paid by members.

(b) Delinquency. Members whose dues (or fees) 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.

4. 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 may properly come before the meeting.

(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 direct and one-third of the allied 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. The Secretary of the Chapter shall notify all members of the Chapter of each special meeting by electronic mail, sent to each member at his electronic address in the records of the Chapter not more than sixty (60) days nor less than ten (10) days before the date of the meeting. The notice shall state the purpose or purposes for which the meeting is called.

(d) Quorum. The presence in person of two-thirds (2/3) of the eligible voting members of the Chapter shall constitute a quorum for the transaction of business at any meeting of the membership. Proxy votes will be accepted on the condition that the absent member granting a proxy provides written affirmation of their action to any board member prior to the vote being cast.

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 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 majority vote of the Board of Directors present and voting at a duly constituted board meeting. Expulsion for any reason other than for failure to pay dues will include forfeiture of any unused value in their membership, including but not limited to their annual membership fee and event prepayments.

(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 to membership 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 nine (9), including the President, Vice President, Treasurer, Secretary, Immediate Past President of the Chapter (Chairman), two (2) Direct representatives and two (2) Allied representatives elected from the membership.

3. Terms. The Directors shall serve a term of two (2) years, to begin at the close of the December meeting at which their election is announced and end at the close of the December meeting two years later, or until successors are duly elected. For the offices of President and Vice President (Direct or Allied), a member may not serve for more than two (2) consecutive terms in the same elective office, unless appointed to fill a vacancy in accordance with these bylaws.

4. Election. The Directors shall be elected by ballot of the membership at the annual meeting, by absentee ballot, and/or through sanctioned electronic online balloting.

5. Removal. A Director may be removed from office for dishonesty, fraud, misrepresentation, or non-participation in connection with the affairs of the Chapter by a vote of two-thirds (2/3) of the Board of Directors. For this purpose, non-participation shall be defined as failure to participate in three (3) consecutive scheduled board and/or regular monthly meetings.

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 will be filled by the Board of Directors for the unexpired portion of the term.

8. Meetings.

The Board.

(a) The President shall set the time and place of the regular meetings of

(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. Notice of the regular meetings of the Board of Directors shall be given at least thirty (30) days before the meeting by the Secretary. Notice of any special meeting of the Board of Directors shall be given at least three (3) calendar days before the meeting by the Secretary. In both cases, the notice shall be in writing and delivered personally, sent by overnight mail, electronic memo, facsimile, or telegraph to each Director at his 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.

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, 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 V - Officers

1. Officers. The officers of the Chapter shall be President, Vice President, Treasurer, Secretary, and the Immediate Past President (Chairman).

2. Election. Each officer of the Chapter (other than the Chairman) shall be elected by a ballot of the membership at the annual meeting, and/or through sanctioned electronic online balloting, for a two-year (2) term of office, and for the office of President and Vice President, may not run for more than two consecutive terms in the same elected office. The Chairman shall take office for two (2) years upon the expiration of his term of office as President, or continue in that role until the position is filled by a new past President. The terms of office of each officer shall begin at the close of the December meeting at which their election is announced, and shall end at the close of the December meeting two years later.

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, misrepresentation, or non-participation in connection with the affairs of the Chapter by a vote of two-thirds (2/3) of the Board of Directors. For this purpose, non-participation shall be defined as failure to participate in three (3) consecutive scheduled board and/or regular monthly meetings.

5. Vacancy. A vacancy in any office (except the President and Chairman), 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.

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. Following in the order of succession will be the Treasurer, Secretary, and the senior Direct Representative. The Vice President shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President.

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 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. The Treasurer shall be responsible for maintaining the financial records and may be required to furnish bond in such amount as shall be determined by the Board of Directors.

9. Secretary. The Secretary shall give notice and attend all meetings of the Chapter; shall keep all non-financial records of the Chapter; shall distribute Board of Directors’ meeting minutes within 5 business days of the event; shall be responsible for records and archives of financials and all records, and shall perform all other duties assigned by the President or the Board of Directors.

10. Chairman. The Chairman shall serve in an advisory capacity in order to ensure continuity and to provide such assistance as may be required by the President, and shall pass all related association materials and manuals to the incoming President.

Article VI - Elections

1. Nomination Procedure. All nominations must be in writing 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, qualifies for nomination, and has paid all dues and fees owed to the Chapter. In all cases, the nominee must accept their nomination before their name will appear on the ballot. Candidates may run for only one open position per election.

2. Election Procedure. The elections shall be held at the annual membership meeting by ballot of the membership and/or through sanctioned electronic online balloting. The candidate for each office receiving the highest number of votes will be elected. In the event of a tie between two or more candidates, the sitting Board of Directors shall recast their votes among those specific candidates until a clear outcome is evident.

3. Conflict of Interest. All candidates for office must not be encumbered by other responsibilities and obligations, which could represent a conflict of interest in serving on the board. Any seated board member board must first resign their position in accordance with these bylaws to be considered a qualified candidate for another position. This applies as well to positions or offices held with any other like industry or conflicting organizations. Status on other, unrelated industry boards shall not be a consideration for qualification. Representation on the board is limited to not more than two people per employer. Employer designation is determined by the company name on members official tax documents. In all cases, the responsibility for final resolution of any conflicts will reside with the Board of Directors.

4. Qualifications. All candidates for office are expected to be a member in good standing, current in all dues and fees, and in the case of the office for President or Vice President, must have served a previous term in some capacity on the Chapter’s Board of Directors.

Article VII - Committees

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 President shall appoint all chairpersons of all committees.

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. Committee members, individually or as a whole, including the chairperson, may not commit on behalf of the association for financial or contractual considerations.

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 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, 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, 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 devise 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. It shall be the responsibility of the Secretary to maintain and archive these records.

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.

Article XI - Limitation On Chapter Activities

The Chapter shall not rate, endorse, or certify any product or service of suppliers, nor condone unwanted or excessive solicitation of business at sanctioned association events.

Article XII – 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 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 XIII - 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 or these Bylaws.

Article XIV - 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 voting members present in person at any meeting called for that purpose, if at least twenty (20) days written notice, setting forth the proposed changes, is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting.