Revised 04/12/12
Receptive Services Association of America, Inc. By-Laws
ARTICLE I - NAME
Section 1. Name: The name of this organization shall be "Receptive Services 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 regional economy.
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 community and 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 serve as the voice of the U.S. inbound travel industry, promote professional excellence, and create a collaborative atmosphere for all companies and entities involved in the U.S. inbound travel industry.
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 policy manual.
Section 2. Regular Member: Regular voting membership in this organization shall be limited to receptive tour operators, destination management companies, or incentive management companies engaged in the management of tour services who meet the following qualifications:
- The company must have been in business for a minimum of two (2) years, or
- The Chairman, a senior manager or partner in the firm must have been involved in a recognized capacity in the industry for four (4) years.
Each Regular Member may have a maximum of one representative on the Board of Directors. Each Regular Member has a single vote. Each Regular Member may have an unlimited number of representatives in a general membership meeting or at the Annual Meeting.
Section 3. Associate Member: Associate membership shall be divided into two categories, with each category eligible to one of the total two votes on behalf of the Associate membership they represent within the Receptive Services Association. The two Associate categories will be defined as follows:
DMO - person employed by a Destination Marketing/Management Organization (including international, national or subnational bodies, state or provincial tourism offices, convention and visitors bureaus, and chambers of commerce) which promotes cities, regions, states, or countries as a travel destination.
Associate (Non-DMO) - person employed by government agencies, educational institutions, domestic receptive tour companies whose business is derived solely from travel to or within North America; travel trade associations, travel trade media and persons representing a firm or corporation engaged in selling products or services to regular members and accepted as per the policy manual.
Associate Members may serve on committees. Each associate membership category (DMO and Non-DMO) may have a maximum of one representative serve on the board of directors. Each Associate Member may have a maximum of one representative serve on the board of directors.
Section 4. Sustaining Member: Sustaining members of the organization shall be entities who are Associate Members 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. Dues: Membership dues and membership fees and assessments, if any, shall be established by the Board of Directors.
ARTICLE IV - 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 14 Directors, including a Chairman, Vice Chairman, Secretary, Treasurer, Immediate Past Chairman, four regular members and four associate 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 and an Advisory Board 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. Furthermore, the advisory board shall elect one representative to serve as a voting member on the board of directors. In addition, Honorary Directors may be elected from time to time.
If not already a member, the Chairman-Elect will become a non-voting member of the Board of Directors immediately upon election.
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 by the Chairman from time to time to provide various staff functions as may be determined by the Chairman. The Honorary Director must be either a Regular Member or Associate Member of the organization.
Section 4. Term of Office: The Directors and Officers of the organization shall serve a two year term. No member of the Board of Directors who has served a two-year term shall be eligible for re-election to the same office 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. 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 e-mail vote.
Section 8. 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 Regular Members and when it deems it inexpedient to call a special meeting for such purpose, the directors may, unless otherwise required by these by-laws, submit such a matter to the membership in writing by mail or e-mail for vote and decision and the question thus presented shall be determined according to a majority of the votes received by mail or e-mail within thirty (30 ) days after such submission to the membership, provided that in each case votes of at least 2/3 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.
ARTICLE V - 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. They shall be regular members of the association.
Section 2. Qualification: Any membership 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 organization 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 President, 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 proper and legal mailings of notices to members; the proper recording of proceedings of meetings of the general membership and the Board of Directors; and carry into execution all orders, votes and resolutions not otherwise committed. Within fourteen (14) days of regular membership meetings, the Annual Meeting and meetings of the Board of Directors, the Secretary shall submit minutes of such meetings in writing to each member of the Board of Directors.
Section 6. The Treasurer: The Treasurer shall have the custody of the organization's funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the organization in such depositories as may from time to time be designated by Board of Directors. He or she shall disburse the funds of the organization as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman and Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and 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 VI - MEMBERS
Section 1. Regular Meetings: Regular membership meetings shall be held throughout the year as determined by the Board of Directors.
Section 2. Annual Meeting: An Annual Meeting of the organization shall be held in conjunction with the annual Summit conference. The meeting shall be for the purpose of holding election of officers and directors, receiving reports and conducting such other business as may properly come before the Membership.
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 shall constitute a quorum for the transaction of business at all meetings.
Section 5. Rules of Order: At all meetings, including meetings of the Board, the most current edition of Robert's Rules of Order shall govern.
ARTICLE VII - ELECTION OF OFFICERS AND DIRECTORS
Section 1. Nominations: 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, 1 Regular 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. The Nominating Panel will invite suggestions from the membership of the names of Regular members as candidates for Chairman, Vice Chairman, Secretary, and Treasurer and the entire membership for one qualified candidate for each vacancy to be filled on the board of Directors.
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 of the membership to be nominated for office and ascertain their willingness to serve. The Nominating Panel shall nominate one candidate for each of the following offices: Chairman, Vice Chairman 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. Regular Members shall vote for Regular 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 Officer’s and Director’s 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. Committee members shall elect their own chairperson. A maximum of one company representative may serve on any individual committee.
Section 2a. EXECUTIVE COMMITTEE COMPOSITION-The Executive Committee shall be composed of the officers of the association. The Executive Director shall serve in an unofficial 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 Regular Members when notice of proposed changes have been sent in writing to the Regular 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 membership addressed to the Board. All such proposed amendments shall be presented by the Board to the membership with or without recommendations.
ARTICLE X - DATE
Section 1. Effective Date: These Bylaws shall take effect immediately upon their release.