Bylaws of the Midwest Travel
Writers Association
Article I - NAME
The name of the
corporation is the Midwest Travel Writers Association, Inc., hereinafter
referred to as the Association. The Association is incorporated in the State of
Michigan.
Article II -
PURPOSE
The purpose of the
Association is to encourage communication, professionalism, and ethical
behavior among members and within the travel communication profession.
Article III -
MEMBERSHIP
1. General.
Membership shall be by invitation. Eligibility must be in accordance with these
Bylaws and the Membership Requirements established by the Board of Directors. New
members must be approved by the Board of Directors based on recommendations of
the Membership Applications Committee.
2. Membership
Area. The AssociationŐs membership area consists of the following states:
Ohio, Kentucky, Indiana, Michigan, Illinois, Missouri, Iowa, Minnesota,
Wisconsin, North Dakota, South Dakota, Kansas, and Nebraska.
3. Membership
Classes and Requirements. There shall be two classes of members:
(a) An Active Member is a salaried editor
or writer or freelance contributor residing in the AssociationŐs Membership
Area who is responsible for travel-related content for a newspaper, magazine,
or specialty publication and who meets other Membership Requirements
established by the Board of Directors. Professionals working in other
travel-related media will be considered for Active Member status on a
case-by-case basis.
(b) An Associate Member is a person
residing in the AssociationŐs Membership Area who is engaged primarily in
public relations within the travel industry and who has worked regularly with the
travel media for a minimum of one year. Associate Members may be required to
meet additional Membership Requirements established by the Board of Directors.
4. Membership
Application and Approval. Applicants for membership must apply to the
Membership Committee in accordance with the membership application procedures
established by the Board of Directors in the Membership Requirements.
5. Membership
Renewal. Requirements for continuing membership are the same as for a new
member. A renewing member must pay dues and submit appropriate proof of
eligibility, in accordance with the Membership Requirements established by the
Board of Directors.
6. Membership
Dues. The annual membership dues shall be established by the Board of
Directors. The Board of Directors may also establish a late fee to be charged
for dues submitted after the due date but prior to the cut-off date for
membership renewal established in the Membership Requirements.
7. Termination
of Membership.
(a) The membership of any member who fails
to pay dues or who fails to attend at least one of six consecutive membership
meetings will be automatically terminated. A former member may reapply for
membership.
(b) The membership of any member may be
suspended or terminated by a majority vote of the Board of Directors for cause.
8. Appeal
of Membership Rejection or Termination.
(a) Anyone whose application for membership
is rejected may appeal in writing to the Membership Applications Committee
and/or the Board of Directors.
(b) Members whose membership is suspended
or terminated for cause, except where suspension or termination is the result
of a violation of the Code of Ethics, may appeal in writing to the Membership
Review Committee and/or the Board of Directors.
Procedures
established by the Board of Directors will govern both types of appeals.
9. Code
of Ethics. Members of the Association agree to abide by the AssociationŐs
Code of Ethics. Members evincing unprofessional conduct contrary to the Code of
Ethics shall be subject to disciplinary action as specified in the Code of
Ethics provisions on enforcement. This may include suspension or termination of
membership. Members subject to disciplinary action for Code of Ethics
violations may appeal through the process described in the Code of Ethics.
Article IV -
MEMBERSHIP MEETINGS
1. Annual
Meeting. The first membership meeting (also called a business meeting) of a
calendar year will be considered the Annual Meeting.
2. Meeting
Dates and Location. The date and location of the AssociationŐs membership meetings
shall be set by the Board of Directors.
3. Special
Meetings. Special membership meetings may be called if written notice from
25 percent of the membership is received by the Secretary.
4. Meeting
Notice. Written notice stating the time, place, and purposes of a membership
meeting shall be mailed to the membership no later than thirty (30) days before
the date of the meeting. This notice requirement may be changed by a majority vote
of the members, but, in accordance with the Michigan Nonprofit Corporation Act,
in no case will notice be mailed less than 10 or more than 60 days prior to a
meeting.
5. Notice
of Election of Officers and Directors. A ballot listing the nominees for
Officers and Directors shall be mailed by the Secretary to each member eligible
to vote at least thirty (30) days before the Annual Meeting.
6. Eligibility
to Vote.
(a) All members in good standing are
eligible to vote for the nominees to the Board of Directors and on other
matters as specified in the Bylaws or presented to the membership by the Board
of Directors.
(b) The Secretary shall prepare and make
available at any membership meeting a complete list of members entitled to vote
at the meeting. The list shall be arranged alphabetically within each class of
members and shall include each memberŐs address.
7. Quorum.
At any meeting, one-third of the total membership must be present at that
meeting to constitute a quorum. The affirmative vote of a majority of the
members present at a membership meeting at which a quorum is present shall be
necessary and sufficient to the making of decisions by the membership. Whether
or not a quorum is present, the meeting may be adjourned by a majority vote of
the members present.
8. Voting
by Proxy. A member entitled to vote at a membership meeting may authorize
another member to act for the member by proxy. The proxy must be signed by the
member and is valid only for the particular meeting dates and/or for the
particular actions specified on the proxy. The proxy may be revoked by the
member at any time.
Article V - BOARD OF DIRECTORS
1. General
Powers and Duties. Except as otherwise required by law or otherwise
provided by these Bylaws, management of the affairs of the Association shall be
vested in its Board of Directors.
2. Specific
Duties. The Board of Directors shall have the power to:
(a) Authorize all expenditures and regulate
all finances.
(b) Establish ŇMembership RequirementsÓ
governing membership eligibility and application procedures.
(c) Approve/reject any applications for
membership and change of membership status and to suspend or expel members for
cause.
(d) Appoint committees and delegate such
power as may be necessary to carry out their purposes to the extent allowable
under the Michigan Nonprofit Corporation Act. Committees may consist entirely
of directors, or entirely of members, or a combination thereof.
(e) Fill vacancies caused by death,
resignation, or other cause among Officers and Directors.
3. Composition.
(a) The Board of Directors shall consist of
five Officers, plus four additional directors, all of whom are elected by the
membership unless appointed, as noted in Article V, 2(e). Three of the
non-officer Directors shall be Active Members (the ŇActive Member DirectorsÓ)
and one shall be an Associate Member (the ŇAssociate Member DirectorÓ).
(b) The immediate past president shall,
upon completing said term and for as long as he or she is the immediate past
president, serve on the Board of Directors as an advisory member. The immediate
past president may not vote and may not be counted in determining if a quorum
is present.
4. Terms.
(a) Active Member Directors shall each serve
three-year terms, one of the three to be elected each year. The Associate
Member Director shall be elected to a two-year term. Officers shall serve on
the Board of Directors for as long as they hold office, as described in Article
VI.
(b) Otherwise, the term of office of any
individual member of the Board shall terminate upon the effective date of his
or her resignation, which may be made at any time by giving notice thereof in
writing to the President; upon his or her death; or upon a vote of two-thirds
of the entire membership of the Board to remove him or her from office. Where a
vacancy occurs between Director elections, a new Director shall be appointed by
the majority vote of those members remaining on the Board, even if less than a
quorum.
5. Quorum.
Five (5) Directors shall constitute a quorum for the transaction of any
business. The affirmative vote of a majority of the Directors at a Board of
Directors meeting at which a quorum is present shall be necessary and
sufficient to the making of decisions by the Directors. In the absence of a
quorum, a majority of those members present may adjourn the meeting.
6. Meetings.
Regular or special meetings shall be held at such times and in such places as
specified by the President. The Board of Directors shall meet at least twice
during the AssociationŐs fiscal year, including at least once during the first
six months.
7. Electronic
Conferencing. A member of the Board of Directors or of a committee may
participate in a meeting by means of a conference telephone or similar
communications equipment through which all members participating in the meeting
can communicate with each other at the same time. Participation by such means
shall constitute presence in person at the meeting.
8. Notice.
At least ten daysŐ notice shall be given to each Director of a regular meeting
of the Board of Directors. A special meeting of the Board of Directors may be
held upon notice of five days. If such notice is given by mail, it shall be
deemed delivered when deposited in the United States mail properly addressed
and with postage prepaid thereon. If such notice is given by any electronic
system, it shall be deemed delivered when noted by that electronic system. Notwithstanding
the foregoing, a Director may waive notice of any regular or special meeting of
the Board of Directors by written statement filed with the Board of Directors,
or by oral statement at any such meeting. Attendance at a meeting of the Board
of Directors shall also constitute a waiver of notice, except where a Director
states that he or she is attending for the purpose of objecting to the conduct
of business on the ground that the meeting was not lawfully called or convened.
9. Unanimous
Consent. Any action required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting, provided all members consent
in writing or by any electronic system. Consent in writing or by any electronic
system shall have the same force and effect as a unanimous vote and may be
described as such in any document executed by or on behalf of the Association.
Article VI - OFFICERS
1. Officers.
The Officers of the Association shall consist of a President, Active Vice
President, Secretary, Treasurer, and Associate Vice President. All Officers are
members of the Board of Directors. Only Active Members are eligible to hold the
offices of President, Active Vice President, and Treasurer. Only those who have
served on the Board of Directors for a full term in any capacity during the 10
years prior to the election date are eligible to run for the office of
President in an election. Only Associate Members are eligible to hold the
office of Associate Vice President. Either Active or Associate Members are
eligible to hold the office of Secretary.
2. Terms.
Unless as specified in Article V, 2(e), the Officers shall be elected by the
members and shall hold office for a term of two years from the effective date
of their election. An Officer may serve only two consecutive full terms in that
position. The term of office of any Officer shall terminate upon the effective
date of his or her resignation submitted orally or in writing or by an
electronic means to the Board of Directors; upon his or her death; or upon a
majority vote of the Board to remove him or her from office. Any vacancy that
occurs among the Officers shall be filled by the Board of Directors.
3. General
Powers and Duties. The duties and powers of the Officers of the Association
shall be as provided in these Bylaws or (except to the extent they are
inconsistent with these Bylaws) shall be those customarily exercised by corporate
Officers holding such offices. The Board of Directors may from time to time
prescribe additional duties for any or all Officers.
4. President.
The President shall call and preside at meetings, appoint committees, and see
that Officers perform their duties. The Board of Directors, by majority vote,
may overrule the President or act in his or her stead.
5. Vice
Presidents. The Active Vice President and Associate Vice President shall
assist the President in his or her duties. If the President is absent, the
Active Vice President shall assume his or her duties. The Active Vice President
shall succeed the President until the next election in the event of the
PresidentŐs death, permanent incapacitation, or resignation.
6. Secretary.
The Secretary shall keep a roster of all members, keep the minutes and records
of proceedings, prepare and certify a list of members entitled to vote at each
Association meeting, conduct correspondence, and send out notices of meetings.
7. Treasurer.
The Treasurer shall receive all money paid to the Association, pay all properly
authorized bills, and keep a record of all financial transactions and submit an
annual statement of same to the Board of Directors and the membership. The
Association accounts shall be reviewed annually by a committee of which the
Treasurer is not a member or an independent accounting firm appointed by the
Board. A summary of the material findings of the committee or accounting firm,
if any, as well as the TreasurerŐs report will be submitted to the Annual
Meeting. The Treasurer and President will have authority to issue checks.
8. Inspections.
Both the Secretary and Treasurer shall permit any member of the Board of
Directors or his or her duly authorized attorney to inspect all books and
records of the Association, for any proper purpose at any reasonable time.
Article VII -
COMMITTEES
1. Nominating
Committee. A Nominating Committee of not less than three members, none of
whom shall be Officers of the Association, shall be appointed by the President
at least ninety (90) days before the Annual Meeting, with not more than one
member from the same city. The purpose of this committee is to recruit
individuals from the membership to run for positions on the Board of Directors.
Nominations by this committee shall be filed with the Secretary at least six
(6) weeks before the date of the Annual Meeting, and the Secretary must make
those names available to the membership in accordance with Article IV, 5. No
member of the Nominating Committee may serve on consecutive Nominating Committees.
2. Other
Committees. The President may create other committees consisting of
Directors or other persons, which committees shall have such authority as the
Directors may by law and these Bylaws direct.
Article VIII -
INDEMNIFICATION
The
Association shall indemnify any director, officer, employee, committee member,
or nondirector volunteer of the Association to the fullest extent allowable
under the Michigan Nonprofit Corporation Act.
Article IX - MISCELLANEOUS PROVISIONS
1. Fiscal
Year. The fiscal year of the Association shall be determined by the Board
of Directors.
2. Contracts.
All contracts, notes or other evidences of indebtedness, and leases of space
for the Association shall be signed by such Officer or Officers or such other
person or persons as the Board of Directors may from time to time designate.
3. Language
and Currency. The business of the Association shall be conducted in the
English language and United States dollars.
Article X - AMENDMENTS
1. Amendments
to Bylaws. The Bylaws may be altered or amended, or new Bylaws adopted,
upon recommendation by the Board of Directors and approval by a majority of the
members present at an official meeting. Notice of proposed changes shall be
sent to all members 30 days prior to the meeting at which they will be voted on.
2. Amendments
to Articles. The Articles of Incorporation may be altered or amended, or
new Articles adopted, upon recommendation by the Board of Directors and
approval by a majority of the members present in person or by proxy at an
official meeting. Notice of the proposed changes and time and place of the
meeting shall be sent to all members 30 days prior to the meeting at which they
will be voted on.
These
Bylaws supersede and replace in entirety the Constitution and Bylaws in
existence prior to the date of the adoption of these Bylaws.
Adopted
on the 12th day of September, 2009.
