Bylaws

The registered name of this non-profit corporation is GLOBAL BUSINESS TRAVEL ASSOCIATION UPSTATE NEW YORK. It is herein after referred to in these Bylaws as “GBTA Upstate New York” or “Association.”

The purpose of this Association shall be:

1.     To cultivate and promote constructive cooperation and interest among corporations, organizations and individuals participating in the business travel industry;

2.     To help corporations and individuals carry out their business and strategic plans through productive and effective travel management;

3.     To develop and broaden individual members' knowledge of the business travel industry’s dynamics, technology, and trends through relevant education;

4.     To provide a forum for members to network and act on matters affecting business travel for corporations and individual traveler interests;

5.     To heighten awareness of the value of corporate travel management and facilitate professional recognition of its role;

6.     To facilitate the professional advancement of members through education that develops management skills and understanding of issues relating to business travel;

7.     To advocate and protect the interests of members through education that develops understanding of political and social issues related to business travel;

8.     To promote the safety, security, efficiency, and quality of travel to make it an effective instrument for the conduct of business; and

9.     To engage in any other activities that may, in the judgment of the Board of Directors or members, be beneficial to the industry and GBTA Upstate New York.

1.     Categories- There shall be five (5) categories of membership, and the membership shall be open to all qualified individuals:

a.     Direct Members. Any individual that is regularly employed to (1) procure business travel services for other employees of the corporation or organization, or (2) promulgate and administer travel policies for the corporation or organization, shall be eligible to be direct members of the Association. 

b.     Allied Members. Any individual of the following businesses whose primary responsibility is dedicated to corporate clients is eligible to be an allied member of the Association:

1.     Auto Rental Company

2.     Bus/Motor Coach Carrier/Ground Transportation

3.     Certified Air Carrier

4.     Cruise Line

5.     Hotel/Motel/Resort Operations, and Hospitality Industry Representatives

6.     Insurer of Travel Related Credit or Charge Account Card

7.     Livery Company

8.     Mover of Household Goods

9.     Railroad Company

10. Travel Related Technology Company

11. Visitor/Convention Bureau

12. Travel Management Company/Travel Agency

13. Other Professional Travel Services, Firms, and/or Consultants

c.     Student Members: Any student currently enrolled in an educational program related to hospitality or travel/tourism is eligible for a student membership. Student members may not hold office or vote but may attend regular meetings and serve on a committee as appointed by the current Board of Directors.

d.     Retired Members: Any member in good standing who has retired from full-time employment in the travel industry and is not currently active with any corporation or organization whose employees are eligible for membership shall be eligible for membership as a retired member of the Association. Retired members are not eligible for scholarships, may not hold elected office or vote in any election or vote, but may attend regular meetings and serve on Committees.

e.     Honorary Members:  The Association may at its discretion from time to time appoint Honorary Members.  These Members are not eligible for scholarships, may not hold elected office or vote, but may attend regular meetings and serve on Committees.  The exception being, a Past President and Chairperson while they hold that office may vote even if their membership is nonpaid.

2.     Voting Rights: Each dues-paying member of the Association shall have one vote in all matters to be voted on by the members. Student, retired, and honorary members shall have no voting rights.

3.     Applications: Any individual desiring to become a member of the Association must apply on forms approved and supplied by the Association. Applications must be accompanied by the dues required for the first year of membership. Applications for direct, allied, student, and retired membership shall be approved or denied by the membership committee, except in doubtful cases, which shall be referred to the Board of Directors. 

4.     Dues:

a.     Amounts: The Board of Directors shall establish the amount of any dues or other charges required to be paid by the various categories of members.

b.     Delinquency:     Members whose dues are more than thirty (30) days in arrears shall be suspended and may not vote pending payment. Members whose dues are more than sixty (60) days in arrears shall be terminated as members.

c.     If an employer pays annual dues on behalf of an individual, membership is not refundable, but can be reassigned as specified by the employer at any time. The reassigned membership paid by the employer must be to another qualified applicant upon approval of the membership committee. If annual dues are paid directly by an individual and not reimbursed by their employer, membership in the Association is retained by the individual in the event of termination of employment.

5.     Meetings:

a.     Meetings: Meeting frequency to be determined at annual business meeting. The fiscal year shall run from January 1 to December 31 of the succeeding year.

b.     Annual meeting: There shall be an annual business meeting of the membership of the Association, to be held at a time and place to be determined by the Board of Directors, to hear reports concerning the conduct of the Association's activities and to conduct such other business as may properly come before the meeting.

6.     Termination of Membership:

a.     General Rule: Membership in the Association shall terminate upon the resignation of the 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 Association.

b.     Expulsion: No member shall be expelled, except for failure to pay dues, without due process as outlined below:

1.     Discussion of issue between member and Chairperson of Membership Committee. The member should put forth their rationale in writing prior to this meeting.

2.     Follow-up with letter reiterating discussion to be sent to member. Time set up for formal meeting with member to be arranged 21 days in advance of meeting.

3.     Two Membership Committee members shall meet with member regarding issue at hand to clarify pending issue. This meeting shall be documented by the two Membership Committee members and forwarded to the Membership Chairperson.

4.     Presentation of information at next Board Meeting by Membership Chairperson, with documentation entered into minutes.

5.     Discussion of issue by the Board of the Association. Expulsion shall be enacted only upon a two-thirds vote of the Board of Directors present, during a duly constituted meeting.

6.     Member to be notified by Certified Mail within seven (7) days of the decision by the Membership Chairperson. Notification to be reviewed by two (2) officers before mailing.

7.     Should expulsion occur, termination of membership to become effective immediately. No refund on balance of membership year.

c.     Forfeiture: Upon termination of membership in the Association, any and all rights and privileges of membership, and any interest in the property or other assets of the Association shall be forfeited by the member.  Additionally, any and all property and/or records, physical, monetary, electronic or otherwise shall be returned to the current Chapter Board of Directors.  Upon return, an itemized receipt for all such items shall be provided to the termed member.

d.     Liability of Dues: Termination of any membership shall not relieve the former member from liability for any unpaid dues or other fully assessed fees. No former member having any outstanding charges for unpaid dues or fees shall be readmitted to membership without payment of those amounts. 

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

2.     Membership:    Membership: The number of Directors shall be nine (9). President, Vice President, Treasurer, Secretary, immediate Past President and four (4) direct and allied members elected at large shall serve as Directors of the Association. The immediate past President shall remain on the Board of Directors in the position of Past President. Every effort will be made to allow fair representation of Allied and Direct members on the Board.

3.     Terms:  The officers shall serve a term of two (2) years within their elected office; the Directors at large shall serve a term of two (2) years.  Terms for both officers and Directors at large to begin on January 1. No Officer or Director at large may serve more than one (1) consecutive term or no more than four (4) years, except when filling an at large vacancy for a maximum of six (6) years. If a Director or Officer should become unemployed while serving their term, that Director or Officer may continue to serve their term for no longer than one (1) year from the date that Director or Officer last performed their corporate function. At the end of the one (1) year period a vacancy shall exist.

4.     Election: Any direct or allied member in good standing for at least one (1) year may be nominated for the Board of Directors. All Board positions including Officers shall be nominated and elected by the Members. The election will be as provided in Article VI section (b).

5.     Removal: A Director may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Association by a vote of three fourths of the Board members. Any Officer or Director at large that fails to attend three (3) board meetings in one fiscal year can be removed by a vote of two-thirds of the Board 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 Directors resignation shall be effective upon receipt by the Board.

7.     Vacancies: Vacancies among the Directors at Large whether caused by the membership’s failure to elect one or more Directors resignation, removal, disqualification, or death, will be filled by the Board of Directors.

8.     Meetings:

a.     Board Meetings will be held as deemed necessary.

b.     One organizational Board Meeting will be held at least one month prior to the annual meeting to plan the fiscal year with new board members and to provide continuity of the board at large.

c.     Special meetings of the Board of Directors may be called by the President or upon written request of two-thirds of the members of the Board of Directors. The President, or Directors who called the meeting, shall fix the time and place of any special meeting.

9.     Notice:  The agenda of all regular or special board meetings shall be provided to the board members in advance of the meeting, and a summary of the meeting shall be provided to the Board of Directors after each meeting.

10. Quorum: The presence of a majority of the voting members of the Board of Directors shall constitute a quorum, which is required for the transaction of business at any meeting of the Board.   When a vote is required, the majority of the votes cast shall carry.

11. Manner of Acting: The act of 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 Rule of Order.

12. Informal Action: Any action required by the By Laws 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 all of the Directors.

1.     Officers: The officers of the Association shall be a President, Vice President, Treasurer, Secretary, and immediate Past President.

2.     Election: Any direct or allied member in good standing who has served at least twelve consecutive months on the Board of Directors as a Director at large will be eligible to be nominated as an Officer.  The election of Officers shall be by vote of the Members at least one month prior to end of the calendar year. The President, Vice President, Treasurer, and the Secretary of the Association shall be elected for a two (2) year term of office, and may not serve more than one (1) consecutive term in each office. The terms of office of President, Vice President, Treasurer, Secretary, Past President and Chairman of the Board shall begin in January, and shall end at the close of the second succeeding December.

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. If an officer requests to step down before his/her two (2) year Board term has expired or move to Board at large if his/her two (2) year term has not expired, the term of this shall not extend the Board position beyond the two (2) year term.

4.     Removal: Any elected officer may be removed from office for dishonesty, fraud, or misrepresentation in connection with the affairs of the Association by a vote of two-thirds of the Directors.

5.     Vacancy: A vacancy in the office of Vice President, whether because of the Board of Directors failure to elect any officer, resignation, removal, disqualification, or death, shall be filled by the President from the existing members of the Board for the unexpired portion of the term. A vacancy in the office of Treasurer or Secretary shall be filled by the President from the existing Board of Directors.

6.     President: The President shall be the Chief Executive Officer of the Association and shall exercise general supervision over the affairs of the Association and its officers consistent with policies established by the Board of Directors. The Presidents shall preside at all meetings of the members of the Association, all meetings of the Board of Directors, shall be the principal spokesperson for the Association; shall appoint the Chairpersons of, and serve as officer 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 may authorize and approve expenditures and take such other steps he or she shall deem necessary to advance the purpose of the Association, provided such steps do not exceed the scope of authority set forth in these Bylaws or established by policy as embodied in the annual budget, that was approved by the board of directors.

7.     Vice-President: The Vice President shall preside at meetings of the members, Board of Directors, and Executive Committee when the President is not present, and in general perform all the duties incident to the office of Vice-President and such other duties as from time to time may be assigned by the President or by the Board of Directors. In the event of a vacancy in the office of President, the Vice-President shall become President for the unexpired portion of the term of President.

8.     Treasurer: The Treasurer shall maintain all financial records of the Association and shall maintain bank account for payables and receivables of the Association. The Treasurer shall be a member of the Budget Committee; shall monitor and report to the President, and Board of Directors, and Budget Committee about the financial status of the Association and any significant budget variances. The Treasurer shall send current financial statement to the President prior to each board meeting for review by the Board at Large. The Treasurer shall also be responsible to keep current the list of authorized signatories on the Association’s account with its bank of record.

9.      Secretary: Shall keep all records of the Association; shall keep all minutes of each Board of Directors meetings; shall keep attendance at Board Meetings; shall perform all other duties assigned by the President or the Board of Directors. The Secretary shall maintain and process all correspondence to the PO Box. The Secretary shall forward minutes of Board meetings to the Board of Directors following each meeting.

10. Past President:  It is the primary responsibility of the immediate Past President to act as counsel to the Board and to assist the President. It is necessary for the immediate Past President to maintain quality records to which he/she can refer and to possess the necessary commitment to the organization for the remaining board term. 

 Committees: There shall be the following permanent committees:

• Finance and Budget Committee
• Nominations and Elections Committee (Ad Hoc)
• Membership Committee
• Chapter Meetings Committee
• Marketing and Fundraising Committee
• Education Day Committee (Ad Hoc)
• Holiday or Annual Fundraiser Event (Ad Hoc)

The Board of Directors shall have the authority to establish other permanent committees as necessary to carry out the purposes of the Association. The President shall have the authority to create ad hoc committees as needed. The President shall appoint and the Board of Directors shall approve a member of the Association to be the Chairpersons of all committees, and each committee chairperson may appoint members from a pool of volunteers. All Board members are expected to be active on at least one committee.  In addition to any other committees established by the Board of Directors, the duties of the permanent committees shall be:

1.     Finance and Budget Committee: This Committee shall be composed of the Vice-President, the Treasurer, and two other members (one of whom shall be appointed by the President and will serve as chairperson and the chairperson will appoint the other member). This Committee will have the responsibility for arranging for an annual audit, recommend an annual operating budget, review the financial position of the Association, and make such decisions as are necessary to maintain the financial integrity of the organization. Within sixty (60) days of the close of the fiscal year an annual report shall be available to all members.

2.     Nominations and Elections Committee:

a.     Membership: This Committee shall consist of four members, two from the Board of Directors and two from the general membership.

b.     Purpose: This Committee shall organize, administer, and conduct the nomination and election process of the Association.

c.     Nomination Procedure: Any direct or allied member of the Association that has been a member in good standing for at least one (1) year may be nominated as a board member. Nominations may be made by any member in good standing.  Members may self-nominate.  The  Committee shall review all nominations and verify that each nominee has been a member in good standing for at least one (1) year and has paid all dues and fees owed to the Association. The President is to send an electronic announcement to membership advising of all open Board positions and requirements of candidates with timeline to submit (known as “call for nominations”).

d.     Nominations: Nominations of candidates for election to the Board of Directors shall be proposed in writing or via electronic mail to all direct and allied members of the Association within 30 days prior to the election.

e.     Election:  The Board of Directors shall be elected by ballot of the Direct and Allied members.  An election shall be required for all open Board positions, regardless of the number of candidates.  The ballots will be electronically mailed to membership.  The ballots are completed by electronic voting via the Chapter website secured tool and result are electronically tabulated.  The president is responsible for announcing the results to membership.  In case of a tie in the voting, the tiebraker shall be a secret ballot conducted by the Board of Directors.

3.      Membership Committee: This Committee shall be responsible for all Association membership lists and providing updated list to the officers and Board of Directors prior to each board meeting. This Committee shall recruit new members for the Association and be responsible for correspondence regarding membership. This Committee shall review and approve new members. Any questionable application shall be presented to the Board for arbitration.

4.     Chapter Meetings Committee: This Committee shall host each Association meeting.   This shall include creating the educational agendas for the Association meetings, as well as procuring guest speakers, organizing panel discussions, and providing any educational topics that will benefit the Association membership. All meeting agendas shall be reviewed by the Board of Directors.  This shall also include site selection and contract negotiations of Association and Board meetings; menu selections for Association meetings and all Board meetings; Audio-visual equipment and authorize invoice pertaining to site contracts.  In addition, this Committee shall maintain, distribute, and collect name badges; maintain registration table and collect fees at meetings; hand out, collect and summarize critique forms at meetings.

5.     Marketing  & Fundraising Committee This Committee will be responsible to help raise awareness of the Association. Its functions will center around all forms of marketing communication including administration of the Association’s website and social media platforms.  In addition, this Committee will be responsible for procuring Chapter sponsorships.

6.     Education Day Committee: This Committee shall be responsible for date, time and site selection of the annual Education Day. This committee will be responsible for organizing the Education Day, which will include, but is not limited to, seminars, guest speakers, and educational programs dealing with current events in the travel industry. 

7.     Holiday or Annual Fundraiser Event Committee:  This Committee shall be responsible for date, time, and site selection of the Holiday or other Annual Fundraiser Event.  This will also include obtaining sponsors and donations to be used for the purpose of fundraising efforts.

1.     Contracts: The Board of Directors may authorize an officer or officers, agent, or agents of the Association 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 Association and such authority may be general or confined to specific instances, consistent with the cost control procedures.

2.     Checks: All checks, drafts, or orders of payment of money, notes, or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association 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 any Officer who has been authorized with the Association’s bank of record as a signatory on the Association’s account.

3.     Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Treasurer may select in conjunction with the President and Board of Directors. 

4.     Funds: The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association. 

The Association shall keep correct and complete books and records of account and shall also keep 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 the Association 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

The Association shall not rate, endorse, or certify any product or service of suppliers.

Any present or former Director, officer, employee, or agent of the Association, 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 Association against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees, paid or incurred in connection with any actions, suit, or proceedings 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 farthest extent permitted by law. No indemnification or advance against expenses shall be approved by the Board or paid by the Association 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 the Association where they are not inconsistent with provisions of the Articles of Incorporation or these Bylaws. 

In the event of special circumstances, the Board of Directors retains the right to hold special elections and/or referendums to ensure the viability of the Association.

These Bylaws may be altered, amended, or repealed, and Bylaws may be adopted by  a vote of one-third of the voting membership of the  organization by mail ballot, fax ballot, electronic mail or a special meeting called for that purpose, if at least (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.