International Inbound Travel Association, Inc. Bylaws
ARTICLE I – NAME
Section 1. Name: The name of this organization shall be “International Inbound Travel Association, Inc.”
ARTICLE II – PURPOSES AND LIMITATIONS
Section 1. Purpose: The purpose of this organization shall be:
a. To encourage high professional standards of service and conduct by its members.
b. To broaden the travel industry’s understanding of the proper functions of receptive services companies and of their contribution to the industry and to the local, state, regional and national economies.
c. To provide education for members to enhance and improve the performance of receptive service functions.
d. To provide opportunity for exchange of experiences and opinion through discussion and study.
e. To promote the interests of receptive service organizations in local, state, and national government affairs.
f. To undertake such other functions and to cooperate with other organizations in such programs or activities as may be consistent with the purposes set forth in this Section of the By-laws.
Section 2. Mission: The mission of this organization shall be:
To facilitate international inbound travel through leadership and expertise.
ARTICLE III – MEMBERSHIP
Section 1. Qualifications: Membership in this organization shall be composed of companies engaged in the tour service industry who have been accepted by the Executive Committee or Executive Director as per the IITA Policy Manual (“Policy Manual”).
Section 2. U.S. Inbound Operator Member: Travel companies with registered offices in the U.S. deriving more than 75% of their annual revenue from B2B inbound travel services to the U.S.
• Company must have been in business for a minimum of two (2) years, or
• The President/Chairman, a senior manager or principal in the firm must have been involved in a recognized capacity in the inbound travel industry for at least four (4) years.
US Inbound Operator members shall have the right to vote on all matters that come before the association, such as Bylaws amendments. They may be elected to IITA Office and serve on the Executive Committee.
• 2 letters of recommendation from companies within the industry indicating their good standing and professionalism
• Federal Employer Identification Number (EIN) provided on membership application
Each U.S. Inbound Operator Member may have:
• a single vote,
• a maximum of one representative on the Board of Directors at a time, and
• an unlimited number of representatives in a general membership meeting or at the Annual Meeting.
Section 3. U.S. Tour Operator Member: Travel companies with offices in the U.S. providing packaged product services in the U.S. for international visitors to the U.S., but not meeting the minimum 75% of revenue requirement of US Inbound Operators.
• US Tour Operator members will have one representative on the IITA Board of Directors. This representative will represent all US Tour Operator members and is authorized to vote on all association matters on behalf of all US Tour Operator members.
• Neither US Tour Operator members nor the US Tour Operator member representative will serve as an IITA Officer or on the IITA Executive Committee.
• 2 letters of recommendation from companies within the industry indicating their good standing and professionalism
• Verification of inbound packaged products promoted via a brochure, website, or other electronic means
• Federal Employer Identification Number (EIN) provided on membership application
The term for the US Tour Operator member representative on the BOD will be two years and a maximum of one representative on the Board of Directors at a time.
Section 4. Associate Member: Associate membership categories, shall be: DMOs – Destination Marketing/Management Organizations (including international, national or subnational bodies, state or provincial tourism offices, convention and visitors bureaus, and chambers of commerce) which promote cities, regions, states, or the United States as a travel destination.
Suppliers – Suppliers of travel services (for example hotels, transportation companies, restaurants, attractions) and other firms or corporations engaged in selling products or services to Inbound Tour Operator Members,
Other – Other organizations with an interest in international inbound travel, like government agencies, educational institutions, travel trade associations, travel trade media.
Associate Members may serve on committees. Each Associate Member may have a maximum of one representative serve on the board of directors at a time.
Section 4. Sustaining Member: Sustaining members of the organization shall be entities who are eligible for Associate Membership who provide an annual Sustaining Member fee to the organization as established by the Board of Directors. The Sustaining Members shall collectively act as an advisory board to the Board of Directors. The members of the advisory board shall elect one member to serve as a voting member of the Board of Directors.
Section 5. Membership categories. Membership categories may be created and modified from time to time per the Policy Manual as deemed necessary by a two-thirds majority vote of the Board of Directors.
Section 6. Representatives. Each Inbound Tour Operator, Tour Operators, Associate and Sustaining Member is required to designate in writing to the association the name of a primary representative who will represent and bind such Member in all matters involving the association.
Section 7. Dues: Membership dues and membership fees and assessments, if any, shall be established by the Board of Directors.
ARTICLE IV – MEMBER MEETINGS
Section 1. Regular Meetings: Member meetings may be held throughout the year as determined by the Board of Directors.
Section 2. Annual Meeting: An Annual Meeting of the Members shall be held in conjunction with the annual Summit conference. The meeting shall be for the purpose of holding election of Officers and Directors (unless otherwise held electronically), receiving reports and conducting such other business as may properly come before the Members.
Section 3. Notices: Notice of general membership meetings and the Annual Meeting shall be distributed to all Members at least thirty (30) days prior to the date thereof.
Section 4. Quorum: One-third of total number of Members in attendance or voting electronically shall constitute a quorum for the transaction of business at all meetings.
Section 5. Mail/E-Mail Vote: Whenever, in the judgment of the Board of Directors or Executive Committee, any question shall arise which it believes should be put to a vote of the Inbound Tour Operator Members and when it deems it inexpedient to call a special meeting for such purpose, the Directors may, unless otherwise required by these Bylaws, submit such a matter to the membership in writing by mail or e-mail for vote at a Meeting By Proxy Vote, pursuant to a voting proxy executed by the Inbound Tour Operator Members and submitted to the Secretary. The question thus presented shall be determined according to a majority of the proxy votes received by mail or e-mail within thirty (30) days after such submission to the membership, provided that in each case votes by at least 1/3 of the Inbound Tour Operator Members shall be received. Any and all action taken in pursuance of a majority mail or e-mail vote in each case shall be binding upon the association in the same manner as would be action taken at a duly called meeting.
Section 6. Rules of Order: At all meetings, including meetings of the Board, the most current edition of Robert’s Rules of Order shall govern.
ARTICLE V – MANAGEMENT-BOARD OF DIRECTORS
Section 1. Board of Directors: The management of the affairs of the organization shall be vested in its Board of Directors. The Board of Directors shall have full power and authority to put into effect the resolutions and decisions of the organization and to act as necessary or advisable in connection therewith and shall exercise general supervision of the activities of the organization.
Section 2. Number: The Board of Directors shall consist of 15 Directors, including a Chairman, Vice Chairman, Secretary, Treasurer, Immediate Past Chairman, four Inbound Tour Operator Members, one Tour Operator Member, four Associate Members, and one representative of Sustaining Members. The Executive Director of the Association shall be a non-voting, ex-officio Board member. The Associate Members shall constitute one representative from each of the following categories: Hotel Representative, DMO Representative, Transportation Company Representative, Restaurant/Attraction Representative. In the event that no suitable candidate is nominated in one or more of these categories, as determined by the Nominating Panel, then the position may be filled by a representative from another category. In addition, Honorary Directors may be elected from time to time as described in Article V, Section 3.
Section 3. Honorary Director: Any individual(s) who has rendered exceptional service to the organization may be elected an Honorary Director by a two-thirds majority of the Board of Directors. The term of any Honorary Director shall be determined by a two-thirds majority vote of the Board of Directors. The Honorary Director may attend meetings of the Board of Directors in a non-voting capacity and may be called upon to fulfill duties as may from time to time be determined by the Chairman. The Honorary Director must be either an Inbound Tour Operator Member, Tour Operator or Associate Member of the organization. Up to three Honorary Directors may serve on the Board at any given time.
Section 4. Term of Office: Each Director, including Officers, shall serve a two-year term. No member of the Board of Directors who has served two consecutive two-year terms shall be eligible for re-election to the same position until at least one year has elapsed.
Section 5. Meetings: The Board of Directors shall hold meetings at such times and places, upon such notice and under such rules as the members of the Board shall determine.
Section 6. Quorum: A majority of those voting members of the Board of Directors shall constitute a quorum for the transaction of business at any of its meetings and a majority vote of the members of the Board of Directors attending any meeting thereof at which a quorum shall be present shall be necessary for the adoption of any motion.
Section 7. Mail/Electronic Vote: Unless otherwise restricted by the certificate of incorporation or the Bylaws, any action required to be taken by the board may be taken without a meeting if all members of the board consent in writing. Whenever in the judgment of the Executive Committee, any question shall arise which it believes should be put to a vote of the Board of Directors and when it deems it inexpedient to call a special meeting for such purpose, the Directors may vote in either of two ways:
a. At a Meeting by Proxy Vote scheduled upon regular notice by the Secretary, by which time a majority of the Directors submit a proxy vote; or
b. At a meeting scheduled upon regular notice by the Secretary attended by a majority of the Directors, via conference telephone or similar communications equipment, allowing all persons participating in the meeting to hear each other at the same time.
In each case the question thus presented shall be determined according to a majority of the votes received. Any and all action taken in pursuance of a majority vote by consent, proxy, or telephone, in each case shall be binding upon the association in the same manner as would be action taken at a duly called meeting.
Section 8. Vacancies: Any vacancies which may occur in the Board of Directors shall be filled within thirty (30) days by nomination by the Chairman followed by a majority vote of the Board of Directors either at any meeting of the organization or at a special meeting called for the purpose by the Chairman, or by Mail/Electronic vote specified in the preceding paragraph, Article V Section 7.
ARTICLE VI – OFFICERS, THEIR DUTIES AND POWERS
Section 1. Number: The Officers of the organization shall be a Chairman, Immediate Past-Chairman, Vice Chairman, Secretary and Treasurer. The Chairman and Vice Chairman shall be Inbound Tour Operator Members of the association, and the Secretary and Treasurer may be Inbound Tour Operator or Sustaining Members, provided that only one Officer position annually may be held by a Sustaining Member.
Section 2. Qualification: Any Member wishing to serve as an Officer of the organization must first have served as a Director of the organization.
Section 3. The Chairman: The Chairman shall preside at all meetings of the association and the Board of Directors. The Chairman shall have general executive control of the affairs of the organization at such times as the Board of Directors is not in session. Unless the Board of Directors shall appoint some other person or committee, the Chairman together with the Executive Director, shall (subject to the direction or approval of the Board of Directors) be the official representatives of the organization in all dealings with organizations or individuals outside the organization. The Chairman shall only have a vote in the case of a tie.
Section 4. The Vice Chairman: The Vice Chairman shall preside at all meetings in the absence of the Chairman and shall perform such other duties that may be delegated by the Chairman and/or the Board of Directors.
Section 5. The Secretary: The Secretary shall be responsible for the association’s records and ensure that the terms of these Bylaws are regarded, including written notice of all meetings and the proper recording of proceedings of meetings of the general membership and the Board of Directors. Additionally, the Secretary shall sign such papers as may be required by his or her office or as directed by the Board.
Section 6. The Treasurer: The Treasurer is the principal elected financial officer of the Association, and shall be responsible for the financial affairs of the Association and ensure that adequate and accurate financial records are maintained. The Treasurer shall render to the Board of Directors, at regular meetings of the Board, or whenever they may require it, a report of the financial condition of the organization.
Section 7. Immediate Past Chairman: The Immediate Past Chairman shall act as a consultant to the current Chairman until the current Chairman’s term of office expires.
Section 8. Removal from Office: An Officer/Director may be removed from office for cause by a three-fourths vote of the Board of Directors present at a regular meeting or at a special meeting called for the purpose, provided that notice thereof shall be given in writing to the Officer at least thirty (30) days prior to said meeting. An Officer or Director who has not attended two meetings of the Board of Directors in a given year may be removed by a three-fourths vote of the Board of Directors.
Section 9. Vacancies: If any office shall become vacant, the same shall be filled for the expired term thereof by a current Board member, nominated by the Chairman and approved by a majority vote of the Board of Directors.
Section 10. Executive Director: The Executive Director shall direct the day-to-day business of the organization and shall serve as the chief staff officer of the organization. He or she shall perform the duties of the Secretary or may assign these duties to another party. The Executive Director shall perform such other duties prescribed by the Board or the Chairman.
ARTICLE VII – ELECTION OF OFFICERS AND DIRECTORS
Section 1. Nominating Panel: Subject to approval of the Board of Directors, a Nominating Panel shall be appointed by the Chairman. Such Nominating Panel shall be comprised of the following five members: The Immediate Past-Chairman, one Inbound Tour Operator Member Representative and 3 Associate Representatives. No one other than the Immediate Past-Chairman, who shall serve as chair of this committee, may be currently sitting on the Board. No person who is a member of the Nominating Panel shall be nominated to be an Officer or Director.
Section 2. Nominating Procedure: The Nominating Panel shall communicate to all members inviting their suggestions for nominees to fill the vacancies. The Panel shall seek and encourage qualified candidates that represent the geographical distribution and diversity of the membership to be nominated for an Officer or Director position. The Panel shall ascertain their willingness to serve, review applications and interview candidates. The Nominating Panel shall nominate one candidate for each of the following offices: Chairman, Vice Chairman, Treasurer and Secretary, and one qualified candidate for each vacancy to be filled on the Board of Directors.
The report of the Nominating Panel shall be presented to the membership in writing, at least fourteen (14) days prior to the Annual Meeting. Additional nominations may be made from the floor, provided that a Regular Member so nominated shall have agreed to serve, if elected, and shall be sponsored, in writing, by five Regular Members.
Section 3. Elections: Elections shall be held at the Annual Meeting of the organization via written ballot or prior to the Annual Meeting by electronic ballot. In either case voting shall be anonymous. If the election is held at the Annual Meeting then the Chairman shall appoint judges to count and announce the results. If the election is held via electronic ballot the results will be announced at the Summit. In either case the nominees receiving the greatest number of votes shall be declared elected. A tie shall be decided by a re-vote. Inbound Tour Operator Members shall vote for Inbound Tour Operator Member representatives on the Board, Tour Operators shall vote for Tour Operator Member representatives on the Board, and Associate Members shall vote for Associate Member representatives on the Board.
Each Member Company of the Association gets one vote. Multiple votes received from one company will result in all votes from the Company being disqualified for that election.
Section 4. Assumption of Duties: The newly-elected Officers’ and Directors’ term of office shall begin on March 1.
ARTICLE VIII – COMMITTEES
Section 1. It shall be the function of all standing committees and special committees to make recommendations. They shall report to the Board of Directors. No standing or special committee shall represent the organization in advocacy or opposition to any project without the specific confirmation of the Board of Directors. Furthermore, no publicity shall be released by any committee without prior approval by the Board of Directors.
Committee shall work closely with the Chairman and Executive Director in the fulfillment of their duties. The Executive Committee shall appoint the chair of each committee. The Committee Chair and Executive Director will work together to determine committee composition as per the Policy Manual.
A Director may participate on committees, on which the Director is not a member, in a non-voting capacity. At all meetings of committees, one-third of the entire membership of that committee shall constitute a quorum for the consideration of matters before the meeting. A maximum of one company representative may serve on any individual committee at any given time.
Section 2a. EXECUTIVE COMMITTEE COMPOSITION-The Executive Committee shall be composed of the Officers of the association. The Executive Director shall serve in an ex-officio advisory capacity.
Section 2b. EXECUTIVE COMMITTEE POWERS-The Executive Committee may exercise the powers of the Board of Directors when the Board of Directors is not in session and shall report to the Board of Directors at its succeeding meetings any action taken. Action taken by the Executive Committee must be unanimous.
ARTICLE IX – AMENDMENTS
Section 1. These Bylaws may be amended or repealed by a two-thirds vote of the Inbound Tour Operator Members when notice of proposed changes have been sent in writing to the Inbound Tour Operator Members thirty (30) days before such vote. Votes may be conducted by mail or electronic ballot. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of at least one-third of the Inbound Tour Operator Members addressed to the Board. All such proposed amendments shall be presented by the Board to the Inbound Tour Operator Members with or without recommendations.
ARTICLE X – DATE
Section 1. Effective Date: These Bylaws shall take effect immediately upon their release.