Bylaws of the Travel Industry Association of Montana
Approved November 30, 2005
Article I - Meeting of the Association
Section I. Calling and Holding Meetings - Nature of Business
The annual meeting shall be held at a suitable and available meeting place; such place and time to be designated by the President. Notice of meetings is to be sent at least 30 days prior to the meeting. Failure to receive notice of such meeting shall not invalidate same or any procedure thereat. In the event of the President's failure to call the annual meeting, this function may be assumed by any two of the board members. Any meeting may be recessed to another time. At the annual meeting any business pertaining to the affairs and purposes of the association may be transacted in accordance with these By Laws.
- Except for the amendment of the Constitution or of the Bylaws, members present in person shall constitute a quorum. Only those votes by members present at the meeting shall be counted.
- Each active member shall appoint and certify to the staff of the association a person to be its representative in the association and who shall represent, vote, and act for the member in the affairs of the association.
- Each voting member or association may cast only one vote.
Section III. Order of Business
The order of business at the annual meeting will be set by the President and Board of Directors.
Section IV. Parliamentary Rules
In all matters the meetings shall be governed by Robert's Rule of Order Revised.
- A special meeting may be called by the Board of Directors or by 15 members by written petition.
- A written notice shall be sent out at least 10 days prior to the meeting.
- In an emergency situation, a meeting may be called to order by the use of telecommunications (i.e. a conference call) which would allow for a waiver of the 10 day notice requirement.
Article II - Elections
Section I. Allocation of position on Board of Directors
The Board of Directors of the association shall be elected from the membership in good standing. The Board shall consist of seven voting members including officers. Two ad hoc non-voting board members shall be appointed by the President.
Section II. Nominations Board of Directors
Nominations to the Board of Directors shall be recommended by a Nominating Committee appointed by the President. Nominations shall also be made from the floor by members present. If more than one name is provided for any one office, a secret ballot will then be held.
Section III. Elections
The election of the Board of Directors shall take place at the annual meeting.
Section IV. Election of Officers
The Board of Directors shall elect the officers of the association from among their members. The election of officers shall take place at the annual meeting.
Article III - Duties of Officers, Board of Directors and Ad Hoc Board Members
Section I. President
The president shall preside at the meetings of the association and perform such other duties as the by laws require and custom prescribes. The President shall review all necessary legal documents for the association and for any committee thereof when called upon to do so. The president shall select the date and place of meetings.
Section II. Vice President
The Vice President shall preside at the meetings of the association in the absence of the President. In case of the absence or incapacity of the President, the Vice President shall temporarily assume the other duties of the President. In case of the death or resignation of the president during their term of office, the Vice President shall automatically succeed and hold office of President during the remainder of the term.
Section III. Secretary-Treasurer
The Secretary-Treasurer shall be responsible for overseeing the accurate recording of board meeting minutes, financial reports and other duties assigned by the President.
Section IV. Board of Directors/Ad Hoc Board Members
The Board of Directors shall be the policy making body of the association. They shall meet at least three times annually to consider policy, business affairs, or Legislative matters at the time and place designated by the President. The Board of Directors may hire staff or contract a third party firm, including an Executive Director, to conduct the affairs of the association to the satisfaction of the Board of Directors. The agenda for meetings of the Board of Directors shall be set by the President. Four members present in person or by telecommunications shall constitute a quorum. Unless a quorum is present, no business may be transacted or any action taken. The President shall appoint two ad hoc non-voting board members from tourism related industry entities.
Section V. Board Vacancies
The President will appoint a Nominating Committee to help fill board positions that become vacant. A majority vote of the board is needed to accept the committee's recommendation. Board positions may be deemed vacant after a member misses two association meetings unless excused by the President of the Board.
Article IV - Dues and Assessments
Section I. Annual Dues- Annual dues assessments for voting shall be set by the Board of Directors.
- The annual dues for non voting members shall be set by the Board of Directors.
Special assessments may be levied by the Board of Directors under the following criteria:
- A resolution for the proposed special assessments or dues change shall be presented at the annual meeting.
- At least 30 days before the next annual meeting, notice thereof shall be sent to each voting member of the association.
- The resolution for the proposed special assessment or dues change shall be voted on at the next annual meeting. It shall require a majority of members present to pass. Such assessment or increase shall become due and payable at such time as the resolution enacting it shall provide.
Section III. Delinquent Dues and Assessments
Members whose dues and assessments remain unpaid for one year shall be considered under suspension of membership, and shall neither be entitled to vote nor eligible to hold office. If such default continues for two years, the name shall be dropped from the roll of membership and shall be reinstated only upon application and passed by a majority of the vote at the next annual meeting. It shall be the duty of the Board of Directors to send a statement with a warning 60 days before the member's delinquency will put them under suspension and again 60 days before they are dropped from membership.
Article V -- Finances
Section I. Funds Designation and Uses
The monies of the association shall be put into one General Fund. It shall be administered by the Board of Directors.
Section II. Deposit and Withdrawal of Funds
All funds shall be in the custody of the Board of Directors and shall be deposited in the name of the association in a bank or trust company or in government securities. All withdrawals over $1,000 must be first approved for issue by the Secretary-Treasurer or another board member designated by the President.
Section III. Books of Account
The officers and committees having custody or control of funds shall keep books of accounts in accordance with good accounting practices.
Section IV. Title to Securities
The title to securities acquired with any of the monies of the association shall be taken in the name of the association and appropriately labeled with the name of the fund to which they belong.
Section V. Special Funds
Monies donated to the association for specified purposes shall remain in separate funds as designated by the donor.
Section VI. Annual Audit Committee
The President shall appoint an audit committee to review the association's financial books and to report their findings to the members at the Annual Meeting.
Article VI - Amendments
The Board of Directors shall have the power to make, alter, amend and repeal the by-laws of the association by affirmative vote of at least two-thirds (2/3) of the board at any regular or special meeting, provided that the proposed action is inserted in the notice of such meetings.
