Bylaws

Bylaws Of The Philadelphia Chapter of the Global Business Travel Association

The name of this non-profit corporation is The Philadelphia Business Travel Association, dba GBTA Philadelphia.  The Philadelphia Chapter of the Global Business Travel Association (herein referred to as GBTA Philadelphia is a chapter of the Global Business Travel Association (herein referred to as GBTA).  GBTA Philadelphia will represent members in Northern Delaware, Southern New Jersey, Philadelphia, and surrounding counties as defined by the Board of Directors.

The purpose of this association shall be to protect, promote, foster, educate, and advance the general welfare and interest of the commercial traveler.

To establish channels of communication and to stimulate, promote and secure cooperation between its members and other persons, firms, and organizations employing members of the travel profession, passenger carriers, hoteliers, governmental agencies having jurisdiction over various aspects of passenger transport, and others concerned with the requirements of the commercial traveler for the purpose of improving conditions and advancing the welfare and interests of the commercial traveler and the business travel professional.

To promote, encourage, establish surveys and research in subjects useful to the travel profession and beneficial to it and the commercial traveler.

The above purposes are illustrative only and it shall be within the power of the Board of Directors.

GBTA Philadelphia shall be “Not for Profit” and shall not be used for pecuniary gain or profit of any member.

1. Classes.  GBTA Philadelphia shall have classes of membership consistent with the classes outlined in the bylaws of the Global Business Travel Association, Inc. The classes of Chapter membership shall have the same eligibility requirements and definitions as defined in the bylaws of the Global Business Travel Association, Inc., as amended from time to time, but shall have the duties, rights and privileges of Chapter membership as outlined in these Bylaws. No individual may hold membership in more than one (1) class. If there is uncertainty as to which class of membership an applicant should be admitted, that determination shall be made by either the Board of Directors or in accordance with a policy established by the Board of Directors.

1. Notwithstanding the foregoing, in the event the Global Business Travel Association, Inc. amends the classes of members and/or the definitions of member classes, the Chapter shall adopt classes and definitions of members to remain consistent with those outlined in the Global Business Travel Association, Inc. bylaws. The membership categories are: 
   1. procure business travel services for other employees of the member’s company or, alternatively, serve one or more clients in this capacity as an outsourced travel manager, consultant, buyer, or meeting planner;
   2. administer travel policies for their company and are employees of that company or, alternatively, serve one or more clients in this capacity as an outsourced travel manager, travel consultant, buyer, or third-party meeting planners; or,
   3. manage business travel services/systems for employees of colleges or universities, federal or state agencies, or non-profit organizations.
1. Direct Member: The Direct Members are eligible to vote on any matter permitted by these Bylaws. Direct Members are individuals whose primary professional responsibility is to:

b.      Allied Members: Allied Members are eligible to vote on any matter permitted by these Bylaws. Allied Members are individuals who are regularly employed by any of the following businesses (“Eligible Business(es)”):

1. Auto Rental Company;
2. Bus Company;
3. Certified Air Carrier;
4. Cruise Line Company;
5. Hotel or Motel Operator;
6. Issuer of Travel-Related Credit or Charge Account Cards;
7. Livery Company;
8. Mover of Household Goods;
9. Railroad Company;
10. Travel-Related Technology Company;
11. Travel Management Consulting Firm;
12. Other Professional Travel Services Firm or Association; or Consultants who are hired by and compensated by either Allied or Direct Members and whose primary job responsibility does not otherwise qualify that consultant to become a Direct Member.

c.     Affiliate Members. In addition to Voting Members, the Association will have four (4) designations of Affiliate members who do not have voting privileges, who will be qualified as set forth below and will be admitted as set forth in Section C. Nonvoting Members shall have no voting rights and are not eligible to sit on the Board of Directors.

1.     Press Members. The Association will have a designation of Nonvoting Members consisting of corporations, organizations, or individuals principally engaged in monitoring and reporting as press media (“Press Members”). Press Members may not hold elective office in the Association. Individuals who are Press Members may serve on an Association committee with the approval of the Association’s President. In the case of corporations or organizations that are Press Members, their designated representative may serve on an Association committee with the approval of the Association’s President.

2.     Academic Members. The Association will have a designation of Nonvoting Members defined as “Academic Members” consisting of the following two (2) sub-designations:

a.      Student Members. The Association will have a sub-designation of Nonvoting Members consisting of any full time post-secondary student enrolled in a program at a college, university, or other post-secondary institution that is recognized by the Association as leading to a degree in travel, transportation, or hospitality management, and any student organization which represents such students. In the case of a Student Member that is a student organization, a representative of that student organization may be designated by that student organization to serve as an observer on any Association committee provided that such individual has received the written permission of that committee to do so.

b.     Educator Members. The Association will have a sub-designation of Nonvoting Members consisting of any full-time teacher or professor who is engaged in teaching students in subject areas related to the Association’s core mission of business travel at a licensed or accredited school or university.

3.     Honorary Members. The Association will have a designation of Nonvoting Members consisting of individuals who have been recognized by the Board as having rendered distinguished service to the business travel industry or the Association. The Board or its designee will draft and implement a policy that clarifies who qualifies as an Honorary Member and what if any rights such individuals may have. The Board or its designee, in its sole discretion, has the authority to resolve any questions regarding the proper designation of a member.

4.     Retired Members. The Association will have a designation of Nonvoting Members consisting of former members in good standing who have retired from full-time employment. Retired Members may serve on any Association committees for which such Retired Member is eligible. An individual is no longer eligible to be a Retired Member if that individual obtains employment or acts as an independent contractor that would otherwise render such individual eligible to be a Member under another designation.

3. Applications.  Any individual desiring to become a member of GBTA Philadelphia should apply via the on-line form which can be found on our website, approved and supplied by GBTA Philadelphia.  Applications must be accompanied by the initiation fee (or other fees determined by the board of directors) and dues required for the first year of membership.  Applications for membership shall be approved or denied by the Board of Directors or a designee appointed by the Board of Directors.  

4.   Dues.

1. Amounts.  The Board of Directors shall establish the amount of any initiation fee, dues, or other charges required to be paid by members. 
2. Delinquency.  Expired Membership 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.

1. Annual Meeting  There shall be an annual meeting of the membership of the GBTA Philadelphia, to be held at a time and place to be determined by the Board of Directors, to hear reports concerning the conduct of GBTA Philadelphia's activities, to elect directors and officers, and to conduct such other business as may properly come before the meeting.
2. 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.
3. Regular Meetings. There shall be regular meetings of the membership of GBTA Philadelphia, to be held at a time and place to be determined by the Board of Directors, to discuss and conduct the activities of GBTA Philadelphia.
4. Notice.  A designated appointee of GBTA Philadelphia shall notify all members of GBTA Philadelphia of each meeting, except regularly set Regular Meetings or Committee meetings, by email or direct mail , sent to each member at their address in the records of GBTA Philadelphia 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.  
5. Quorum.  The presence in person of, or electronic responses received from, one-third (1/3) of the voting members of GBTA Philadelphia shall constitute a quorum for the transaction of business at any meeting or for the election of officers.

6.   Termination of membership.

1. General rule.    GBTA Philadelphia membership 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 GBTA Philadelphia.
2. Expulsion.  Members may be expelled for failure to pay dues, without due process or dishonesty, fraud, or misrepresentation in connection with the affairs of GBTA Philadelphia Expulsion shall be upon a two-thirds vote of the Board of Directors present and voting at a duly constituted meeting.
3. Forfeiture.  Upon termination of membership in GBTA Philadelphia, any and all rights and privileges of membership, and any interest in the property or other assets of GBTA Philadelphia, shall be forfeited by the member.
4. 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.
   
   

1.   General Powers.  The property, affairs, and business of GBTA Philadelphia shall be managed and controlled by its Board of Directors. The Board of Directors may by general resolution delegate to officers of GBTA Philadelphia and to committees such powers as are provided for in these Bylaws.

2. Executive Board of Directors: The Executive Board of Directors shall consist of the elected officers of the Chapter (President, Vice President, Secretary and Treasurer), one Direct Member Representative and one Allied Member Representative, the Chairperson of the Board (Immediate Past President), and any special members as directed by the President and approved by the Board of Directors.

2. Membership.  The number of Directors shall be at least seven (7), to include i the President, Vice President, Treasurer, Secretary, Chairperson of the Board (Immediate Past President) one Direct Member Representative and one Allied Member Representative of GBTA Philadelphia. Committee Chairs shall serve on the Board as assigned by the Officers of the Chapter.

3.  Terms.  The Directors shall serve terms of two (2) years, to begin on January 1 following the close of the annual membership meeting at which their election is announced and end of December 31 of the following year.

4.  Election.  The Directors shall be elected by ballot of the membership by either in-person or electronic ballot. The election results will be announced at the annual meeting or another time as determined by the Board of Directors.  

5. Removal.  A Director may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of GBTA Philadelphia 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 Board of Directors, with the exception of the President, shall be filled by appointment of the Board.  Such Board of Directors 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

1. The President, upon the Board’s recommendation, shall set the time and place of the regular meetings of the Board.
2. 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 or a designee.  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 or a designee.  In both cases, the notice shall be in writing and delivered personally, sent by overnight mail, facsimile, email to each Director at his address as shown by the records of GBTA Philadelphia.  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.

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.

1. Officers.  The officers of GBTA Philadelphia shall be a President, a Vice President, a Treasurer, a Secretary, and the Immediate Past President shall serve as Chair of the Board.

2.Term.  Each officer of  GBTA Philadelphia (other than the Immediate Past President) shall be elected in person or by electronic ballot by the members for a two-year term of office, and may not serve more than two consecutive terms, special circumstances to be approved by the Board of Directors if officer term cannot be filled  The terms of office for each officer shall begin January 1 following the annual meeting at which their election is announced and shall end on December 31 the following year.

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 GBTA Philadelphia 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 GBTA Philadelphia 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 GBTA Philadelphia; shall appoint the committee chairpersons as approved by the Board of Directors,  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 GBTA Philadelphia'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 GBTA Philadelphia's possession.  The Treasurer shall immediately deposit all funds of GBTA Philadelphia 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 Philadelphia Business Travel Association.  Upon request by the Board of Directors, he/she shall furnish a statement of the financial condition of GBTA Philadelphia, 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 GBTA Philadelphia; shall keep all non-financial records of GBTA Philadelphia; 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.

1.   Nomination & Election Procedure.  All nominations must be in writing or electronically and submitted to the Nominating Committee.  The Immediate Past President, unless a candidate for office, or the designee 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 GBTA Philadelphia.

The elections shall be held at a time set by the Board of Directors either in person, or via electronic ballot. The Board, or its designee, shall provide notice of an election and a call for nominations no less than twenty (20) days prior to the opening of the election ballots. Candidates shall be elected by a simple majority vote of a quorum of the membership casting ballots in the election. Ballots will remain open for a minimum of seven (7) days  and for as long as necessary to reach a quorum as defined in these Bylaws.

All nominees must demonstrate in writing to the Nominating Committee Chair, that he/she accepts or rejects the nomination.

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 notified to eligible voting members with instructions on return date and method 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.

There shall be the following permanent committees: Membership, Education, Finance, Social Media/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 GBTA Philadelphia. 

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. 

5. Education Committee:  There shall be an Education Committee. 

6. Finance Committee:  There shall be a Finance Committee. 

7. Social Media/ Marketing Committee:  There shall be a Social Media/Marketing  Committee. 

8. Nominating Committee.  There shall be a Nominating Committee.  It will be chaired by the Immediate Past President or a designee.

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.

1. Contracts.  The Board of Directors shall authorize any officers, agent, or agents of GBTA Philadelphia 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 GBTA Philadelphia 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 GBTA Philadelphia, shall be signed by the President or Treasurer at the direction of the President or officers, agent, or agents of GBTA Philadelphia 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 GBTA Philadelphia shall be deposited from time to time to the credit of GBTA Philadelphia 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 GBTA Philadelphia any contribution, gift, bequest, or devise for the general purposes or for any special purpose of GBTA Philadelphia.

5. Budget.  The budget shall be presented to the Board of Directors at a designated board meeting for adoption and approval.

GBTA Philadelphia 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.

The fiscal year of GBTA Philadelphia shall begin on the first day of January and end on the last day of December.

The Board of Directors shall provide a corporate seal which shall be in a form selected by a resolution of the Board of Directors, if applicable.

GBTA Philadelphia shall not rate, endorse, or certify any product or service of suppliers

Any present or former Director, officer, employee, or agent of GBTA Philadelphia, 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 GBTA Philadelphia 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 GBTA Philadelphia until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.

The rules contained in the most recent edition of Robert's Rules of Order shall provide the rules of procedure for GBTA Philadelphia where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the affirmative vote of a majority of the board members present in person at any board meeting called for that purpose, setting forth the proposed changes.

Bylaws Amended April 18, 2024