Bylaws


BYLAWS OF THE 
PHILADELPHIA BUSINESSTRAVEL ASSOCIATION CHAPTER OF THE NATIONAL BUSINESS TRAVEL ASSOCIATION
 
 
                                                               ARTICLE I - NAME
 
            The name of this non-profit corporation is THE PHILADELPHIA BUSINESS TRAVEL ASSOCIATION. The Philadelphia Business Travelers Association (herein referred to as Philly BTA) is a chapter of the National Business Travelers Association (herein referred to as NBTA).  The Philly BTA will represent members in Northern Delaware, Southern New Jersey, and Philadelphia and surrounding counties as defined by the Board of Directors.
 
                                                          ARTICLE II - PURPOSES
 
            The principal purpose of the Philly BTA shall be to promote the common business interests of individuals and businesses engaged in the business travel industry.    The Philly BTA shall also:
 
1.      promote and provide a forum for members to network and act on matters effecting their combined interests;
2.      educate members to and enhance their knowledge of the industry and business travel dynamics;
3.      promote safety, security, efficiency and quality of  business travel; and
4.      assist members with their business objectives by supporting productive and effective travel management.
 
                                                         ARTICLE III - MEMBERS
 
            1.   Classes. There shall be four (4) classes of membership, which number may be increased or decreased by the Board of Directors.  The membership categories are:
 
a. Direct (Corporate): Direct (also referred to as Corporate) membership shall be open to a corporation or business entity, or department thereof, whose activities include procuring transportation-oriented services.  These members shall be actively engaged in the buying of passenger transportation, hotel reservations, employee relocation and similar services for their corporations, the corporation’s personnel, and business enterprises.  Direct members shall pay dues as set by the Board of Directors, and shall possess voting privileges in all matters to be voted on by the general membership. 
 
b.  Allied:  Allied membership shall be limited to a corporation or business
entity, or department thereof, whose activities include those of a certified air carrier, limousine and auto rental company, steamship and cruise line, bus and rail company, hotel, motel, extended stay properties, restaurant, household moving company, and related travel services. Allied members shall pay dues and shall possess voting privileges in all matters to be voted on by the general membership.
 
c.  Honorary/Retiree: Honorary membership shall be limited to individuals who were a member in good standing of Philly BTA at the time of their retirement or departure from a current position within the travel industry. These members shall not pay dues and shall not have voting privileges. 
           
d.  Association:  Association membership is open to officers of associations whose goals are consistent or compatible with those of the Philly BTA .  Association members may be required to pay dues as defined by the Board of Directors, but shall not have voting privileges.
 
2.       Voting rights.  In accordance with Section 1, Corporate and Allied members of the Philly BTA shall have voting rights.  Each eligible member shall have one vote in all matters to be voted on by the members.
 
3.   Applications.  Any individual or business desiring to become a member of the Philly BTA must apply on forms approved and supplied by the Philly BTA.  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 Membership Committee.   Based on the recommendation of the Membership Committee, the Membership Co-Chair’s will approve the application, and then forward to the Treasurer a copy of the application with payment for processing.  The original application will be archived and maintained by one of the Membership Co-Chair’s.
 
Should an application be in question, the Membership Co-Chair’s will forward the application to the Board of Directors for a vote upon the acceptance or rejection of the application.
 
            4.   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 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.
 
            5.   Meetings.
 
a.       Annual meeting.  There shall be an annual meeting of the membership of the Philly BTA, to be held at a time and place to be determined by the Board of Directors, to hear reports concerning the conduct of the Philly BTA'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 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. Regular Meetings. There shall be regular meetings of the membership of the Philly BTA, to be held at a time and place to be determined by the President, or set by the President to regularly occur, to discuss and conduct the activities of the Philly BTA's.
 
d.  Notice.  The Secretary of the Philly BTA shall notify all members of the Philly BTA of each meeting, except regularly set Regular Meetings or Committee meetings, by first-class mail, sent to each member at his address in the records of the Philly BTA 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.  
 
e. Quorum.  The presence in person of a majority of the voting members of the Philly BTA shall constitute a quorum for the transaction of business at any meeting of the membership.
 
            6.   Termination of membership.
 
a.  General rule.  Membership in the Philly BTA 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 Philly BTA.
 
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 Philly BTA, any and all rights and privileges of membership, and any interest in the property or other assets of the Philly BTA, 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 Philly BTA shall be managed and controlled by its Board of Directors. The Board of Directors may by general resolution delegate to officers of the Philly BTA and to committees such powers as are provided for in these Bylaws.
 
2.   Membership.  The number of Directors shall be seven (7), including the President, Vice President, Treasurer, Secretary, Immediate Past President who shall act as the Board Chair person, one Corporate and one Allied member of the Philly BTA.
 
3.  Terms.  The Directors shall serve terms of two (2) years, to begin at the close of the March annual membership meeting at which their election is announced and end at the close of the annual membership meeting two years later. 
 
  4.  Election.  The Directors shall be elected by ballot of the membership at   the annual meetings occurring in even years (00, 02, 04, 06 . . . ).
 
  5.  Removal.  A Director may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Philly BTA by a vote of a majority of the members or two-third vote of the full Board of Directors.
 
  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 occurring among the Officers or Members of the Board, with the exception of the President, shall be filled by appointment of the Board.  Such Officers or Board Members are only to serve until the next election.  Should the President be unable to fulfill this role or resign, the Vice President shall perform those duties until a special election may be held.
 
  8.   Meetings.
a.  The President, upon the Board’s recommendation, 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 four (4) 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, facsimile, email (with confirmation of receipt) to each Director at his address as shown by the records of the Philly BTA.  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.  The Chair of a Meeting shall not vote.
 
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.
 
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 Philly BTA shall be a President, a Vice President, a Treasurer, a Secretary, and the Immediate Past President shall serve as Chair of the Board.
 
 2.   Election.  Each officer of the Philly BTA (other than the Immediate Past President) shall be elected in person by the members for a two-year term of office, and may not serve more than one consecutive term.  The Immediate Past President shall take office for two (2) years upon the expiration of his/her term of office as President.  The terms of office of each officer shall begin at the close of the annual membership meeting at which their election is announced, and shall end at the close of the annual membership meeting held 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, or misrepresentation in connection with the affairs of the Philly BTA by a vote of a majority of the members or two-thirds of the full Board of Directors.
 
 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.  Should the President be unable to fulfill this role or resign, the Vice President shall perform those duties until a special election may be held.
 
 6.   President.  The President shall be the chief executive officer and shall exercise general supervision over the affairs of the Philly BTA consistent with policies established by the Board of Directors.  The President shall preside over and will chair meetings of the Board of Directors; shall preside at all meetings of the membership: shall be the principal spokesperson for the Philly BTA; shall appoint the committee chairpersons as approved by the Board,  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.  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 all accounts, showing accurately at all times the Philly BTA'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 Philly BTA's possession.  The Treasurer shall immediately deposit all funds of the Philly BTA coming into his/her hands in some reliable bank or other depository approved by the Board of Directors, and shall keep such bank account in the name of the Philly BTA.  Upon request by the Board of Directors, he/she shall furnish a statement of the financial condition of the Philly BTA, 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. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President.
 
 9.   Secretary.  The Secretary shall give notice and attend all meetings of the Philly BTA; shall keep all non-financial records of the Philly BTA; and shall perform all other duties assigned by the President or the Board of Directors. The Secretary shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President.
 
10.   Immediate Past President.  The Immediate Past President shall serve as Chairman of the Board in order to ensure continuity and to provide such assistance as may be required by the President and the Board of Directors. The Immediate Past President shall perform such other duties as may from time to time be prescribed by the Board of Directors or the President.  In lieu of the Immediate Past President being able to serve, the Board may appoint a person to fill the vacancy.
 
                                                        ARTICLE VI - ELECTIONS
 
1.   Nomination & Election Procedure.  All nominations must be in writing and submitted to the Board of Directors.  The Immediate Past President, unless a candidate for office, will chair the Nominating Committee. Should the Immediate Past President be a candidate for office, the Board will appoint a Member to serve as Chair.  The Chair of the Nominating Committee 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 Philly BTA.
 
Nominations will be accepted by mail until 45 days prior to the scheduled time of the election.  Nominations from the floor will be accepted at the last meeting of the Philly BTA prior to the meeting in which the election is to occur of the even calendar year so long as such meeting occurs at least 45 days prior to the meeting at which the election will occur.  All nominees must be present, or demonstrate in writing to the Nominating Committee Chair, that he/she accepts or rejects the nomination.
 
Ballots will be distributed at the annual meeting for voting in person.  Special exceptions for absentee votes will be arranged at the discretion of the Chair of the Nomination Committee.  Ballots will be tallied under the supervision of the Chair of the Board, in cooperation with the members of the Nominating Committee.  The candidate receiving the highest number of votes in each office will be elected.
 
Should a nominee run unopposed, that candidate must still receive votes to be elected.  In the event of a tie, a run-off ballot will be prepared by the Chair of the Nominating Committee, immediately mailed to eligible voting members with instructions on return date and place to return ballots.
 
The Chair of the Nominating Committee will advise the outgoing President of the new slate of officers as soon as the tally is complete.
 
                                                     ARTICLE VII - COMMITTEES
 
There shall be the following permanent committees: Membership, Education Programs, Finance, Marketing and Nomination.
 
1.   Authority.  The President may designate such ad hoc committees as are considered to be necessary to carry out the purposes of the Philly BTA. 
 
2.   Chairs.  The President shall appoint, and the Board shall approve all chairs of 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. 
 
3.       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.
 
4.       Membership Committee:  There shall be a Membership Committee.  It wil be co-chaired by one Direct (Corporate) and one Allied Representative but may include others as determined by the Board of Directors and appointed by the President.  Both Co-Chairs will act in the manner of one chair.
 
5.      Nominating Committee.  There shall be a Nominating Committee.  It will be chaired  by the Immediate Past President and at least one Corporate and Allied Representative, but may include others as determined by the Board of Directors and appointed by the President. The Committee shall prepare a nominating slate for all offices and shall serve from the last meeting of the odd calendar year to prior to the election in the Spring of the even calendar year.
 
6.  Other Committees.  There shall be other committees as determined by the Board of Directors, and with the duties and responsibilities set forth in the documents that creates and defines the procedure for such committee.
 
                      ARTICLE VIII - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
 
1.         Contracts.  The Board of Directors shall authorize any officer or officers, agent, or agents of the Philly BTA 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 Philly BTA 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 Philly BTA, shall be signed by the President or Treasurer at the direction of the President or officers, agent, or agents of the Philly BTA 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 President.
 
3.    Deposits.  All funds of the Philly BTA shall be deposited from time to time 
     to the credit of the Philly BTA 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 Philly BTA any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Philly BTA.
 
5.  Budget.  The budget shall be presented to the General Membership at the annual meeting for adoption and approval.
 
                                              ARTICLE IX - BOOKS AND RECORDS
 
            The Philly BTA 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 Philly BTA shall begin on the first day of January and end on the last day of December.
 
 
                                                                       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 PHILLY BTA ACTIVITIES
 
            The Philly BTA 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 Philly BTA, 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 Philly BTA 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 Philly BTA until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.
 
                                                   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 Philly BTA where they are not inconsistent with the provisions of the Articles of Incorporation or 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 a majority of the members present in person at any meeting called for that purpose, if at least thirty (30) 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.

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