INTERNATIONAL INBOUND TRAVEL ASSOCIATION, INC. BYLAWS
ARTICLE I – NAME
Section 1. Name: The name of this organization shall be “International Inbound Travel Association, Inc.”
ARTICLE II – PURPOSES AND LIMITATIONS
Section 1. Purpose: The purpose of this organization shall be:
a. To encourage high professional standards of service and conduct by its members.
b. To broaden the travel industry’s understanding of the proper functions of inbound operators (aka receptive services companies, destination management companies and tour operators) and of their contributions to the industry and to the local, state, regional and national economies.
c. To provide education for members to enhance and improve the performance of inbound receptive service functions.
d. To provide opportunity for exchange of experiences and opinion through discussion and study.
e. To promote the interests of inbound operators in industry and government affairs through leadership and expertise.
f. To undertake such other functions and to cooperate with other organizations in such programs or activities as may be consistent with the purposes set forth in this Section of the Bylaws.
Section 2. Mission: The mission of this organization shall be to grow inbound travel to the USA by providing the best and widest range of product, services and information to the international travel trade.
ARTICLE III – MEMBERSHIP
Section 1. Qualifications: Membership in this organization shall be comprised of companies actively engaged in the USA inbound travel and tourism industry that comply with the requirements as from time to time established by the Board of Directors.
All Member Categories defined in these Bylaws shall have the right to vote on all matters that come before the association, such as Bylaw amendments and elections.
Each Member may have:
- a single vote (excluding Professional Affiliate Members),
- a maximum of one representative on the Board of Directors at a time (excluding Professional Affiliate Members), and
- an unlimited number of representatives in a general membership meeting or at the Annual Meeting (excluding Professional Affiliate Members).
Section 2. Inbound Operator Member: Travel companies with a Federal Employer Identification Number and an office in the United States, that sells and provides inbound travel services in the U.S. to international business entities on a for-profit basis.
Inbound Operator Members may be elected to the Board of Directors and Officer positions and may serve on the Executive Committee.
Section 3. DMO Member: Destination Marketing Organizations (DMOs), including national or subnational entities, state tourism offices, convention and visitors bureaus, and other nonprofit organizations in the United States, that promote cities, regions, states, or the United States as a travel destination.
DMO members may be elected to the Board of Directors.
Section 4. Supplier Member: Suppliers of travel services (for example hotels, transportation companies, restaurants, attractions) in the United States and other firms or corporations engaged in selling products or services to Inbound Operator Members; and other organizations with an interest in international inbound travel, such as government agencies, travel trade associations, publishers, etc.
Supplier members may be elected to the Board of Directors.
Section 5. Sustaining Member: Sustaining Members of the organization shall be entities that are eligible for any Membership Category and that provide an annual Sustaining Member fee to the organization as established from time to time by the Board of Directors. The Sustaining Members shall collectively act as an Advisory Council to the Board of Directors. The members of the Advisory Council shall elect one Member Representative to serve as a voting member of the Board of Directors.
Sustaining members may be elected to the Board of Directors and the Treasurer and Secretary Officer positions and may serve on the Executive Committee.
Section 6. Industry Service Provider Member: Industry Service Providers are companies that provide non-travel goods and services used by Inbound Tour Operator and/or other member categories. These goods and services may include accounting, legal, printing, insurance, advertising, technical and similar other goods and services. Industry Service Provider members may be elected to the Board of Directors.
Section 7. Professional Affiliate Member: Professional Affiliate Members are professionals formerly involved in, students studying in, educators or others interested in the international inbound travel industry but is not affiliated with or employed by a company eligible for any other category of membership in the association.
Travel professionals furloughed by a company or organization that qualifies for membership but is unable to join due to a crisis, e.g. pandemic, natural disaster, company merger/acquisition/reorganization, may be eligible for membership for one-year or to the end of the Association’s fiscal year, whichever comes first. After which, the company must join the Association in the appropriate membership category.
Retired or unemployed individuals qualify for a Professional Affiliate membership without a time limit until such time that their employment status should change.
Professional Affiliate Members may serve on committees but may not be elected to the Board of Directors or Executive Committee. Professional Affiliate Members are not permitted to vote on the affairs of the Association.
Section 8. Membership categories: Membership categories may be created and modified from time-to-time as deemed necessary by a two-thirds majority vote of the Board of Directors.
Section 9. Representatives: Each Member is required to designate in writing to the association the name of a primary representative who will represent and bind such Member in all matters involving the association.
Section 10. Dues: Membership annual dues and membership fees and assessments, if any, shall be established from time-to-time by the Board of Directors.
ARTICLE IV – MEMBER MEETINGS
Section 1. Regular Meetings: Member meetings may be held throughout the year as determined by the Board of Directors.
Section 2. Annual Meeting: An Annual Meeting of the Members shall be held in conjunction with the annual Summit conference. The meeting shall be for the purpose of holding election of Officers and Directors (unless otherwise held electronically), receiving reports and conducting such other business as may properly come before the Members.
Section 3. Notices: Notice of general membership meetings and the Annual Meeting shall be distributed to all Members at least thirty (30) days prior to the date thereof. Notice for board Member meetings may be given by email.
Section 4. Quorum: One-third of the total number of Members in attendance or voting electronically shall constitute a quorum for the transaction of business.
Section 5. Mail/E-Mail Vote: Whenever, in the judgment of the Board of Directors or Executive Committee, as authorized by the Board of Directors, any question shall arise which it believes should be put to a vote of the Members and when it deems it inexpedient to call a special meeting for such purpose, the Directors may, unless otherwise required by these Bylaws, submit such a matter to the membership in writing for vote by mail or e-mail.
The question thus presented shall be determined according to a majority of the votes received by mail or e-mail within thirty (30) days after such submission to the membership, provided that in each case votes by at least 1/3 of the Members shall be received. Any and all action taken in pursuance of a majority mail or e-mail vote in each case shall be binding upon the association in the same manner as would be action taken at a duly called meeting.
Section 6. Rules of Order: At all meetings, including meetings of the Board, the most current edition of Robert’s Rules of Order shall govern.
ARTICLE V – MANAGEMENT-BOARD OF DIRECTORS
Section 1. Board of Directors: The affairs of the corporation shall be managed by a Board of Directors. The Board of Directors shall have full power and authority to put into effect the resolutions and decisions of the organization and to act as necessary or advisable in connection therewith.
Section 2. Number: The Board of Directors shall consist of a minimum of three and up to 17 Directors, including five Officers as described in Article VI; four Inbound Operator Directors, one DMO Director, one Supplier Director, one Sustaining Director (elected by the Advisory Council), two At-Large Directors which may be from any Member Category, and up to 3 non-voting Honorary Directors as described in Article V, Section 3.
In the event that no suitable candidate is nominated in one or more of the specified membership categories, as determined by the Nominating Committee, then the position may be filled by a representative from another membership category.
Section 3. Honorary Director: Any individual(s) who has rendered exceptional service to the organization and/or is considered a leader in the inbound travel industry may be appointed a non-voting Honorary Director by a two-thirds majority vote of the Board of Directors and may serve unlimited consecutive terms. Honorary Directors may attend meetings of the Board of Directors in a non-voting capacity and may be called upon to fulfill duties as may from time to time be determined by the Chair. Up to three Honorary Directors may serve on the Board at any given time.
Section 4. Term of Office: Each Director, including Officers, shall serve a two-year term. No member of the Board of Directors who has served two consecutive two-year terms shall be eligible for re-election to the same position until at least one year has elapsed.
Section 5. Meetings: The Board of Directors shall hold meetings at such times and places, upon such notice and under such rules as the members of the Board shall determine. Notice for Board of Directors meetings may be given by email.
The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during this meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 6. Quorum: A majority of the Directors shall constitute a quorum for the transaction of business and the actions 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 statute or by other provisions of these Bylaws.
Section 7. Voting by Unanimous Consent: The Board of Directors may act by unanimous written consent, which means that all board members must “sign” the consent document, which may be by manual signature, facsimile, conformed or electronic signature (email). All Board members must vote, and all Board members must vote in the same way for the action to be effective.
Board action by unanimous written consent has the effect of a meeting vote. The effective date of the written consent is the date of the last board member’s signature (or email).
Section 8. Vacancies: A vacancy in a position held by an elected member of the Board of Directors shall occur in the event the member (a) resigns, (b) becomes unable to perform the duties of his or her office, or (c) is removed from office in accordance with procedures set forth by the Board of Directors.
Any vacancy of a position held by an elected member of the Board of Directors may be filled by the majority vote of the remaining members of the Board of Directors. Shall a vacancy occur in a position designated for a specific membership category, the vacancy must be filled by a representative from the same membership category. Any individual or individuals so selected shall thereupon hold office until the next regular election of Directors. At the next regular election of Directors, if the term for which a vacancy was filled has not expired, a Director shall be elected to serve for the balance of the term.
In the event that an elected member of the Board of Directors ceases to be an employee of a Member, he or she shall be allowed to fulfill his or her Director duties until he or she again becomes an employee of a Member, in the same membership category if so required by the position, or until the expiration of 90 days, whichever occurs first.
Section 9. Removal from Office: An Officer or Director may be removed from office for cause by a three-fourths vote of the Board of Directors present at a regular meeting or at a special meeting called for the purpose, provided that notice thereof shall be given in writing to the Officer or Director at least thirty (30) days prior to said meeting. An Officer or Director who has not attended two meetings of the Board of Directors in a given year may be removed by a three-fourths vote of the Board of Directors.
ARTICLE VI – OFFICERS, THEIR DUTIES AND POWERS
Section 1. Number: The Officers of the organization shall be a Chair, Vice Chair, Treasurer, Secretary and Immediate Past-Chair. The Chair and Vice Chair shall be Inbound Operator Members of the association, and the Treasurer and Secretary may be Inbound Operator or Sustaining Members, provided that only one Officer position annually shall be held by a Sustaining Member.
Section 2. Qualification: Any Member wishing to serve as an Officer of the organization must first have served at least one year as a Director of the organization.
Section 3. The Chair: The Chair shall preside at all meetings of the association and the Board of Directors. The Chair shall have general executive control of the affairs of the organization at such times as the Board of Directors is not in session. Unless the Board of Directors shall appoint some other person or committee, the Chair together with the Executive Director, shall (subject to the direction or approval of the Board of Directors) be the official representatives of the organization in all dealings with organizations or individuals outside the organization. The Chair shall only have a vote in the case of a tie.
Section 4. The Vice Chair: The Vice Chair shall preside at all meetings in the absence of the Chair and shall perform such other duties that may be delegated by the Chair and/or the Board of Directors. The Vice Chair shall automatically succeed to the office of Chair upon expiration of his or her term of office as Vice Chair, without any further election.
Section 5. The Treasurer: The Treasurer is the principal elected financial officer of the Association, and shall be responsible for the financial affairs of the Association and ensure that adequate and accurate financial records are maintained. The Treasurer shall render to the Board of Directors, at regular meetings of the Board, or whenever they may require it, a report of the financial condition of the organization.
Section 6. The Secretary: The Secretary shall authenticate the records of the association and shall perform such other duties that may be delegated by the Chair, or the Board of Directors and ensure that the terms of these Bylaws are regarded.
Section 7. Immediate Past Chair: The Immediate Past Chair shall act as an advisor to the current Chair until the current Chair’s term of office expires.
Section 9. Vacancies: If any office shall become vacant, the same may be filled for the remainder of the term thereof by a current Board member, nominated by the Chair and approved by a majority vote of the Board of Directors.
ARTICLE VII – ELECTION OF OFFICERS AND DIRECTORS
Section 1. Nominating Committee: The Nominating Committee shall be comprised of five members. including at least two former Board Directors/Officers. No person who is a member of the Nominating Committee shall be nominated to be an Officer or Director.
Section 2. Nominating Procedure: The Nominating Committee shall communicate to all members inviting their suggestions for nominees to fill the vacancies. The Committee shall seek and encourage qualified candidates that represent the geographical distribution and diversity of the membership to be nominated for an Officer or Director position. The Committee shall ascertain their willingness to serve, review applications and interview candidates. The Nominating Committee shall nominate one candidate for each of the following offices: Vice Chair, Treasurer and Secretary, and one qualified candidate for each Director vacancy to be filled on the Board of Directors.
The report of the Nominating Committee shall be presented to the membership in writing, at least fourteen (14) days prior to the Annual Meeting. Additional nominations may be made from the floor, provided that the Member so nominated shall have agreed to serve, if elected, and shall be sponsored, in writing, by five Inbound Operator Members.
Section 3. Elections: Elections shall be held at the Annual Meeting of the organization via written ballot or prior to the Annual Meeting by electronic ballot. If the election is held at the Annual Meeting, the Chair shall appoint judges to count and announce the results. If the election is held via electronic ballot the results will be announced at the Summit. In either case, the nominees receiving the greatest number of votes shall be declared elected. A tie shall be decided by a re-vote. All Members shall vote for all Officer and Director Board positions, with the exception of the Sustaining Director which is elected by the Advisory Council and Honorary Director positions which are elected by the Board of Directors.
Each Member (company) of the Association gets one vote. Multiple votes received from one Member will result in all votes from the Member being disqualified for that election.
Section 4. Assumption of Duties: The newly-elected Officers’ and Directors’ term of office shall begin on March 1.
ARTICLE VIII – COMMITTEES
Section 1. Committees: It shall be the function of all standing committees and special committees to make recommendations. They shall report to the Board of Directors. No standing or special committee shall represent the organization in advocacy or opposition to any project without the specific confirmation of the Board of Directors. Furthermore, no publicity shall be released by any committee without prior approval by the Board of Directors.
Committees shall work closely with the Chair and Executive Director in the fulfillment of their duties. The Executive Committee or Chair shall appoint the chair of each committee. The Committee Chair and Executive Director will work together to determine committee composition.
A Director may participate on committees, on which the Director is not a member, in a non-voting capacity. At all meetings of committees, one-third of the entire membership of that committee shall constitute a quorum for the consideration of matters before the meeting. A maximum of one Member representative may serve on any individual committee at any given time.
Section 2. Executive Committee: The Executive Committee:
a. shall be composed of the Officers of the association, and
b. may exercise the powers of the Board of Directors when the Board of Directors is not in session and shall report to the Board of Directors at its succeeding meetings any action taken. Action taken by the Executive Committee must be unanimous.
ARTICLE IX – AMENDMENTS
Section 1. Amendments: These Bylaws may be amended or repealed by a two-thirds vote of the Members when notice of proposed changes have been sent in writing to the Members thirty (30) days before such vote. Votes may be conducted by mail or electronic ballot. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of at least one-third of the Inbound Operator Members addressed to the Board. All such proposed amendments shall be presented by the Board to the Members with or without recommendations.
ARTICLE X – DATE
Section 1. Effective Date: These Bylaws shall take effect immediately upon their adoption.
Adopted by the Board of Directors on the 17th of August, 2020.