Bylaws

BYLAWS OF THE OREGON BUSINESS TRAVEL ASSOCIATION
A CHAPTER OF THE GLOBAL BUSINESS TRAVEL ASSOCIATION
 
 

ARTICLE 1 - NAME

The name of this non-profit corporation is the OREGON BUSINESS TRAVEL ASSOCIATION.  This is a chapter of the Global Business Travel Association.  It is hereinafter referred to in these Bylaws as the Chapter or OBTA.

 

ARTICLE 2 - PURPOSES

  1. The purposes of this Chapter on behalf of its Direct and Allied members shall be:
    1. To bring together, through constructive cooperation, travel buyers and suppliers to exchange ideas and views for the benefit of the travel industry.
    2. To advance the knowledge of its membership through conferences, lectures, seminars, and other appropriate means.

 

ARTICLE 3 - MEMBERSHIP

  1. Classes

There shall be four (4) classes of memberships.  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. Direct: Any individual that is regularly employed to procure business travel services, organizes meetings & events, or circulates and administers travel policies for a corporation or organization shall be eligible.
  2. Allied: Any individual that is regularly employed by a business that provides a service or product to the membership is eligible to apply to be an Allied member of the Chapter.
  3. Indirect: Any individual whose primary role is travel consultant or travel buyer that is compensated by Allied Members and other travel professionals aside from those that fit within the definition of a Direct or Allied Member.
  4. Honorary: The Chapter will have a class of non-voting members consisting of individuals who have been recognized by the Board of Directors as having rendered distinguished service to the business travel industry or the Chapter.  Honorary Member designations are automatically bestowed to individuals upon their retirement, who have served in designated positions.  These include:
    1. Original founding members of the Chapter
    2. Past Presidents of the Chapter (who served full terms)
    3. Past Allied or Direct Members of the Year
    4. Past Board of Director members (who served full terms)

Honorary Members may not hold elected office in the Chapter but may serve on any Chapter committee for which such Honorary Member is eligible.

  1. Voting Rights

Each member of the Chapter shall have one vote in all matters to be voted on by the membership.

  1. Applications

Request for application should be made through the Chapter’s website.  Membership dues must be paid at the time of application.

  1. Dues
    1. Amounts: The Board of Directors shall establish the amount of any initiation fees, dues, or other charges required to be paid by members.
    2. Delinquency: Members whose dues are more than 60 days in arrears may be suspended, and may not vote, pending payment.  Members whose dues are more than 120 days in arrears may be terminated as members.
    3. In the event a member terminates their employment position:
      1. If the membership is owned by the employer, a replacement membership is transferable to another company employee for the balance of the year.
      2. A terminated employee may retain their Chapter membership by paying applicable dues for the balance of the year.
      3. Disputes regarding ownership of the membership will be reviewed on a case by case basis.
  1. Termination of Membership
    1. General Rule: Membership in the Chapter shall terminate upon the resignation of a member, termination for failure to pay dues, or expulsion from membership (only for dishonesty, fraud, or misrepresentation in connection with the affairs of the Chapter).
    2. 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.
    3. Forfeiture: Upon termination of membership in the Chapter, any and all rights and privileges of membership, and any interest in the property or other assets of the Chapter, 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.

 

ARTICLE 4 – OFFICERS AND THE BOARD OF DIRECTORS

  1. The Officers of the Chapter shall consist of the following offices:
    1. President
    2. Vice President
    3. Secretary
    4. Treasurer

    Executive Board members have a required two-year commitment

    1. Chairman of the Board (Immediate Past President - one year required only)
    2. Director of Communications
    3. Director of Education
    4. Director of Government Relations
    5. Director of Membership
    6. Director of Sponsorships
    7. Director of Special Events
    8. Director of Technology

Committee Board members have a required one-year commitment.

  1. The Officers shall be nominated and elected from the general membership of the Chapter for a two-year term. They shall hold office for two years and assist during the first quarter of a new term to transition another elected director or officer.  The new term of office shall begin January 1st.

  2. Directors shall be appointed, as necessary, by the Officers. Term of office for Directors shall be appropriate to the length of events and preparation.

  3. Both elected Officers and appointed Directors shall have voting privileges.

  4. Only the President or Vice President may sign agreements/contracts on behalf of the Chapter with financial commitments or obligations. The Officers or Director of Special Events may sign venue agreements/contracts on behalf of the Chapter that have no financial commitment.

  5. Committee Chairs (Auction, Education Day, Summer Social, etc.) shall serve one (1) or more years or appropriate length of event, preparation, and turnover.

  6. Any Officer or Director can be removed from office for cause-that is, misconduct, neglect of duties, or lack of participation in office. Removal shall be by a two-thirds (2/3) majority of all voting members of the Board of Directors.

  7. In the event an Officer is unable to complete their term of office, the following procedure will be used to fill the vacancy.

    1. The vacancy will be announced in writing and nominations solicited.
    2. The ballots will be distributed by email to the membership for voting.  The members will have a specified deadline to return their ballot.
    3. The election results will be available at the close of the election.
    4. If no nominations are received, the Chapter Board of Directors will appoint a member to finish out the regular term.

     

  8. In the event an Officer or Director is terminated, resigns, or otherwise leaves their employed position, the Board of Directors can, with a two-thirds (2/3) vote of all voting members, elect to retain the Officer or Director for up to the original term length.  Such a vote must occur at the Board of Directors Meeting immediately following notification from the Officer or Director.

 

ARTICLE 5 – ELECTION OF OFFICERS

The following procedures shall be used as guideline for annual elections:

  1. The Board shall solicit candidates for the Board of Directors.

  2. Nominees for elected Officers will be solicited from the membership in a membership meeting and/or through electronic communication.

  3. A short biography on each candidate shall be distributed to membership during the election process and/or the candidates will be publicly introduced in a membership meeting.

  4. All candidates will have the opportunity to present their platforms either through electronic communication or at a membership meeting.

  5. Mailings (electronic or physical) for nominee elections shall be distributed to membership no later than September.

  6. The Board of Directors shall validate that each nominee has paid all dues/fees owed to the Chapter and is a member in good standing.

  7. Ballots will be sent electronically to the membership no more than seven (7) days after candidates have presented their platforms to the membership.  Voting will be for a period of fourteen (14) days.  They will be tabulated by the Chairperson or a special nominating committee. The candidate for each office receiving the highest number of votes will be elected.

  8. New Officers and Directors will be introduced at the January meeting of each election year.

  9. To be elected President, an Officer must have served on the current Executive Board for a full term.  If all current Executive Board members are either unable or do not desire to be a candidate for President, then any of the Board of Directors who have served a full term may run for President.

  10. The President will become the Chairperson of the Board for the following two years, proceeding the Chapter President term of service.

 

ARTICLE 6 – MEETINGS

  1. General Membership Meetings
    1. Meetings shall be held on a regular basis, with time and place specified by the Board of Directors, at a minimum of once per quarter
    2. The presence, in person, of one-third (1/3) of the members of the Chapter shall constitute a quorum for the transaction of business at any meeting of the membership.
    3. Cancellation: Any member, Direct or Allied, who makes a reservation and does not cancel five business days prior to the monthly meeting, by phone or by email, will be billed the amount for that meeting’s tariff by the Chapter.
    4. If a member arrives at a meeting without a reservation, a surcharge may be added to the cost of the meeting.
  1. Board of DIrectors Meetings
    1. Meetings shall be held on a monthly basis, with date and time selected at the discretion of the Board of Directors.
    2. The presence of two-thirds (2/3) of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
    3. Planning Sessions
    4. Supplementary meetings may be called as business dictates.
  1. Additional Member Meetings & Events
    1. Social Events
    2. Education Day
    3. Global Business Travel Association Annual Convention
    4. Chapter Presidents Council Leadership Meeting

 

ARTICLE 7 – PARLIAMENTARY AUTHORITY

  1. The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for the Chapter where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws and to the extent they may apply and are appropriate.

  2. Once a year, and as new Officers and Directors join the Board of Directors, Robert’s Rules of Order shall be reviewed to ensure understanding.

 

ARTICLE 8 – GUESTS

  1. If an individual has attended as a guest for two (2) meetings, the individual will be asked to obtain membership, either through their company or individually.

  2. If a guest arrives at a meeting without a reservation, a surcharge may be added to the cost of the meeting.

 

ARTICLE 9 – AMENDMENTS

  1. Any proposed amendments to the bylaws of this Chapter shall be directed to the Vice President for distribution to the membership at the meeting or electronically prior to the voting date.

  2. These Bylaws may be altered, amended, or repealed, and new Bylaws may be approved by the affirmative vote of two-thirds of the members present in person, or electronically. Bylaws will be maintained and posted on the OBTA website.

 

ARTICLE 10 – FUNDS

  1. The Board of Directors may solicit and accept, on behalf of the Chapter, any financial contribution, sponsorship, gift, bequest, tangible donation or devise for the general purposes or for any special purpose for the benefit of the Chapter.

  2. OBTA is a 501(c) 6 not-for-profit business league organization.

  3. The Chapter may pay the dues for the current President to be a member of the Global Business Travel Association.

  4. The Chapter may pay registration, transportation, and accommodation costs for sending the current President to the Chapter Presidents’ Council meetings, GBTA Leadership Summit, and/or the annual Global Business Travel Association Convention.

  5. Upon majority vote of the Board of Directors, the Chapter may allocate funds to pay registration, transportation, and accommodations costs for sending the current Board of Directors to the annual GBTA Leadership Summit and/or the annual Global Business Travel Association Convention.

  6. The Chapter may allocate funds to pay registration, transportation, and accommodations costs for sending members to attend the annual Global Business Travel Association Convention or Oregon Business Travel Association Education Day, based scholarship applications.

 

ARTICLE 11 – INDEMNIFICATION

Any present or former director, officer, employee, or agent of the Chapter, or other such persons so designated at the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified (including advances against expenses) by the Chapter 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 of Directors or paid by the Chapter until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.