Our By-Laws
Revised May 19, 2007
1.1 The name of the corporation shall be provided in the Articles of Incorporation as "INTERNATIONAL GAY & LESBIAN TRAVEL ASSOCIATION, INC.," hereafter referred to as IGLTA, and its principal office shall be located in the State of Florida.
1.2 The county of the association's principal office can be changed only by amendment of these bylaws and not otherwise. The Board of Directors, may, however, change the main office from one location to another within this county, and the change of address shall not be deemed an amendment of the bylaws.
1.3 The association may also have offices at such other places, within or without the State of Florida , where it is qualified to do business, as its business may require, and as the Board of Directors may from time to time designate.
2.1 The mission of the IGLTA is to be the world's leading travel trade association committed to growing and enhancing its members' LGBT (Lesbian, Gay, Bisexual, Trans-identified) tourism, and tourism related business through information, education, promotion, and networking.
2.2 This corporation is a nonprofit association and is not organized for the private gain of any person. The purpose of this association is to engage in any lawful act or activity for which a corporation may be organized under the Non-profit Corporation Act of Florida.
2.3 For the purpose of definition, whenever the word "gay" or “LGBT” is used, it is understood to be inclusive of Lesbian, Gay, Bisexual, Trans-identified persons.
3.1 The fiscal year of the Corporation shall begin on the first day of October and end on the last day of September in each year.
4.1 Applicants shall be admitted to membership provided they qualify under provisions of Section 5.2 of these Bylaws and on making application therefor in writing or electronically, and upon payment of the dues, as specified in the following section of this Article.
4.2 The annual membership dues payable to the Corporation by members shall be in such amount as may be determined from time to time by resolution of the Board of Directors.
4.3 Dues are payable at time of admission to the IGLTA and thereafter at such time as determined by the Board of Directors. If a member fails to pay dues by the due date such member shall be deleted from the membership roles.
4.4 Memberships shall be non-assessable.
5.1 Types of memberships: There shall be two types of memberships as follows:
(1) General Membership and (2) Associate Membership
5.2 Eligibility for General Membership: Eligibility for General Membership in the IGLTA is open to any person, association, corporation, or partnership directly part of the travel and lodging industry, including, but not limited to, travel agents, accommodations, tour operators, transportation suppliers, travel educators, travel protection services, travel publications (both printed and electronic), tourist boards/CVBs, travel marketing/PR companies, and travel writers/photographers.
Eligibility for Associate Membership: Eligibility for Associate Membership in the IGLTA is open to any person, association, corporation, or partnership indirectly connected to the travel and lodging industry. Retired travel professionals, Students, Honorary Members, or business providing goods or services to travelers are also eligible for Associate Membership.
The Board of Directors is responsible for determining the appropriate membership status of a current or prospective member.
5.3 General Members shall have full rights and privileges, including the right to vote.
5.4 Associate Members may not vote or hold office in the Corporation or serve as a Director or Officer. Rights, privileges and eligibility of Associate Members will be determined by the Board of Directors.
5.5 An individual may hold only one membership. Each membership held in the name of a partnership, a corporation, or any other entity must designate an individual as the contact. Multiple membership interests by a partnership, corporation or other entity shall be limited to ten percent (10%) of the total membership of the IGLTA. In the event a business holding a membership interest is sold, exchanged, assigned or transferred, the membership interest shall remain with the business, provided the operation of the business continues to meet the eligibility requirements of the IGLTA.
5.6 No member of the IGLTA shall be personally liable to its creditors, or for any indebtedness or liability, and any and all creditors shall look only to the IGLTA's assets for payment.
5.7 There is no limit on the number of members the IGLTA may admit.
5.8 Membership tally shall be as follows: General Memberships and Associate
Memberships will each be counted as one (1) member.
6.1 Any member may resign by filing a written resignation with the IGLTA's World Headquarters. All rights and privileges of a member in the IGLTA shall cease on termination of membership as herein provided. Resignation does not relieve the member from liability for dues accrued and unpaid as of the date of resignation.
6.2 The Board of Directors may recommend the revocation of membership of any member for just cause. A two-thirds (2/3) vote of the Board of Directors in attendance is required to effect revocation. An advance notice of 30 days must be given. All charges against a member must be submitted and/or signed by twenty percent (20%) of the General Membership in good standing acting on facts known by them personally. The member must be informed of the charges lodged within three (3) work days. The membership will go on inactive status as soon as notification is given. It is suggested that Registered Mail be used or that three witnesses be present when notification is given to said member. Upon receipt of the documented charges, the Board of Directors shall meet in closed session to appoint three (3) non-affected representatives to investigate the charges, and, if the representatives so recommend, schedule a hearing on the charges within thirty (30) days or at the next Board of Directors meeting, whichever occurs first. All affected parties shall have the right to be heard at this hearing. At the closed hearing, the Board of Directors shall rule on each of the charges brought against the member and based upon these findings, shall vote to: (1) reaffirm the member's position; (2) remove the member from his or her position; or, (3) impose such lesser sanctions on the member as the Board of Directors may deem appropriate. All decisions of the above process may be appealed in writing to the General Membership within thirty (30) days of decision.
6.3 All rights and privileges of a member in the Corporation shall cease on termination of membership as herein provided.
7.1 Upon admission to membership IGLTA members shall agree to act in accordance with the IGLTA Rules of Conduct. Failure to adhere to these rules may result in disciplinary action including revocation of membership. Complaints arising of alleged violations of these rules should be filed in writing to the Board of Directors.
7.2 The Board of Directors shall have the power to establish, amend and repeal from time to time, the IGLTA Rules of Conduct. The IGLTA Rules of Conduct may contain rules with respect to professional ethics, decorum in meetings, and such other subjects as are determined appropriate by the Board of Directors. A copy of the IGLTA Rules of Conduct shall be provided to each member upon admission to membership and when any changes are made to the Rules of Conduct by the Board of Directors.
7.3 If the Rules of Conduct are violated:
7.3.1 with respect to members' professional code of conduct as included in appendix “A” Members are honor bound to comply. If the IGLTA receives a complaint of violation in writing the Board or Membership can choose to act as laid out in 6.2
7.3.2 during a meeting, the Presiding Officer is obligated and required to immediately declare the member or members out of order, and shall order the person(s) to cease and desist or immediately leave the premises. If the person(s) continue to cause the meeting to be delayed or stopped by any disruptive or argumentative action, the Presiding Officer shall recess the meeting until such person(s) leave the meeting. Any such incident shall be reported to the Board of Directors at their next meeting for any action they may deem necessary, including revocation of membership or employment.
7.4 Any member whose conduct is determined by the Board of Directors to be in violation of the Rules of Conduct or likely to endanger health, welfare or safety, may be reprimanded, suspended or expelled from the IGLTA by action of the Board of Directors. The decision of the Board of Directors shall be final and binding. The following procedure shall be applicable with respect to proposed disciplinary action:
a. The Board of Directors may by the affirmative vote of not less than two-thirds (2/3) of the entire Board of Directors, request a reprimand, suspension or the resignation of any member for cause deemed sufficient by the Board of Directors.
b. Any person subject to disciplinary action shall be notified of the proposed disciplinary action and shall be given an opportunity to be heard by the Board of Directors, and to be represented by legal counsel at the person's expense, to show cause why that person should not be disciplined in accordance with this Article 7. If the person desires to be heard, the Board of Directors shall set a time and date (not less than 10 days thereafter) for such hearing. While such disciplinary action is being considered by the Board of Directors, a member shall enjoy all privileges of the IGLTA to which the member was entitled prior to the complaint which is the subject of the hearing.
8.1 Each General Member will have one (1) vote on each matter submitted to a vote. Voting at all duly held meetings shall be voice vote or the showing of hands; however, the election of Directors shall be by secret ballot.
8.2 A member who is entitled to vote may vote in person or by proxy, executed in writing by the member or by his or her duly authorized attorney-in-fact. An appointment of proxy is not valid after eleven (11) months following the date of its execution unless otherwise provided in the proxy.
8.3 Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the IGLTA distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the IGLTA.
8.4 The following procedure shall be used for mail-in ballots: The IGLTA shall distribute one official ballot to every member entitled to vote. After the ballot has been marked, it shall be sealed in a plain envelope, so as not to identify the sender and marked “BALLOT”. The envelope marked BALLOT shall then be placed in another envelope that is mailed. This outside envelope shall bear the name of the member. If the above procedure is not followed exactly, the ballot shall be challenged and shall be considered null and void. It shall be verified by the name written on the outside envelope that the member is in good standing with the IGLTA and the outer envelope containing the name shall be removed and discarded. When all such mail-in ballots received have been verified by the above procedure, the envelopes marked BALLOT shall then be held securely until the election date and then handed over to election officials.
8.5 Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
8.6 Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, Articles of Incorporation of this Corporation, or these Bylaws require a greater number.
8.7 The membership of the IGLTA shall have the right to modify, veto, or rescind any action taken by the Board of Directors with a two-thirds vote of the members present at any General Meeting.
9.1 There shall be an annual meeting of the members to be held each year, in accordance with Section 9.3, at a time and place to be determined by the Board of Directors. At such annual meetings, Officers and Directors shall be elected in accordance with the Bylaws of the IGLTA and any other business may be transacted which is within the power of the membership.
9.2 The President may call a special membership meeting whenever it appears necessary, and must call a special membership meeting upon the written request of twenty percent (20%) of the members.
9.3 The Board of Directors shall determine the date, time and place of all meetings. All members shall be notified of these meetings by mail at least thirty (30) days in advance. If it is a special meeting, the notice shall also include the purpose.
9.4 The regular quarterly meetings of the Board of Directors shall be held by notice of the President at a place to be determined by the Board of Directors.
9.5 The President may call a special meeting of the Board of Directors or Officers and must call a special meeting of the Board of Directors upon the written request of one-third (1/3) of the members of the Board. All Directors shall be notified of these meetings either personally, by electronic communications, or by mail. If it is a special meeting, the notice shall also include the purpose.
9.6 Meetings of the IGLTA Board of Directors will be closed to all individuals other than Board members and invited guests; provided, however, that the Board may declare open sessions at their discretion. All proceedings that take place in closed session are to be confidential.
10.1 All members shall conduct themselves in accordance with the IGLTA Rules
of Conduct.
10.2 Charges and statements about any Director, Officer, Employee, or member shall not be aired at any meeting, except as provided in Article 7 and Section 12.11 of these Bylaws.
10.3 The order of business and all matters of procedure at every meeting of the members shall be determined by the presiding officer.
11.1 To constitute a quorum for the transaction of business at any regular or special meeting of the Membership, 10% of the General Membership, including fifty percent (50%) plus one (1) of the Directors, must be present in person.
11.2 To constitute a quorum for the transaction of business at any meeting of the Board of Directors, at least 2/3 of Directors and at least 50% of Officers must be present.
11.3 The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting, provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum of such greater percentage as may be required by law, the Articles of Incorporation, or the Bylaws of the IGLTA.
11.4 No business shall be transacted at any meeting in the absence of a quorum except as stated in Section 11.3 of this Article.
11.5 Directors may take an action without a meeting provided, however, that the action is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this Article has the effect of a meeting vote and may be described as such in any document.
12.1 The Board of Directors shall consist of not less than seven (7), nor more than
nineteen (19) members including the Officers listed in Section 12.2 of this Article.
12.2 The Officers of the IGLTA shall be Past President, President, Vice President, Secretary, and Treasurer, and together shall constitute the Executive Committee of the Board of Directors.
12.3 Any General Member may seek election as a member of the Board of Directors upon meeting the following requirements:
1. Member in "Good Standing" for at least two years prior to date of election; and
2. Attended at least one Convention and one Symposium prior to election.
12.4 No two (2) members from any one organization shall serve on the Board of Directors concurrently. Past IGLTA employees are not eligible to be members of the Board of Directors during a two year period following the date of termination of employment.
12.5 The Directors shall be elected by the General Membership. The Officers shall be elected by the newly elected Board of Directors.
12.6 The Directors shall be elected for the term of two (2) years or until their successor(s) are elected.
12.7 No Director shall serve for more than three (3) consecutive terms as a Director; provided, however, that a Director who serves as President in his/her third consecutive term shall serve an additional term as Past President.
12.8 The officers of the Board of Directors shall serve for a term of one (1) year or until their successors are elected.
12.9 No Officer shall serve for more than three (3) consecutive terms in the same Office.
12.10 Any Director or Officer may resign effective upon giving written notice to the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the IGLTA would then be left without a duly elected Director in charge of its affairs.
12.11 A member of the Board of Directors or an Officer may be removed from office for cause deemed sufficient by the Board based on the following procedure: All charges against an Officer or member of the Board of Directors must be submitted in written form and signed by 2/3 of the Board of Directors and/or by twenty percent (20%) of the General Membership in good standing acting on facts known by them personally. The Officer/Director must be informed within three (3) working days of the charges lodged against him/her by Certified Mail/Return Receipt Requested. He/she will go on inactive status as soon as notification is given. Upon receipt of the documented charges, the Board of Directors shall meet in closed session to appoint three (3) members to investigate the charges, and if the designated members so recommend, schedule a hearing on the charges within thirty (30) days or at the next Board of Directors meeting, whichever occurs first. All affected parties shall have the right to be heard at this hearing. At the closed hearing, the Board of Directors shall rule on each of the charges brought against the Officer/Director and based upon these findings, shall vote to: (1) reaffirm the Officer or Director's position; (2) remove the Officer or Director from his/her position, or, (3) impose such lesser sanctions on the Officer or Director as the Board of Directors may deem appropriate A two-thirds (2/3) vote of the General Membership present at this regularly scheduled meeting may rescind the action of the Board of Directors. The General Membership will be the last step of appeal and their decision is final.
12.12 In the event of the resignation of incapacity or removal of a Director or Officer, the vacancy shall be filled by the candidate in the most recent Board of Directors election who received the next highest vote of the membership. Said person shall meet all of the requirements to serve on the Board of Directors and shall have their immediate term of office expire as of the next General or special meeting, at which elections are held. If a vacancy results three months prior to a Board of Directors election, the position may remain vacant for the balance of the term.
13.1 Subject to the provisions of the Nonprofit Corporation Act of Florida and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members of IGLTA, the Board of Directors shall have full charge of the property and business of IGLTA, with full autonomy and power and sole authority to control, operate and manage the affairs of the IGLTA.
13.2 It shall be the duty of the Board of Directors to: (a) perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of IGLTA, or by these Bylaws; (b) appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all employees of the Corporation; (c) supervise all employees of the IGLTA to assure that their duties are performed properly; and (d) meet at such times and places as required by these Bylaws.
13.3 The Board of Directors shall have the authority and power to incur indebtedness, the terms and amounts of which shall be entered in the Minutes of the Board Meetings. Promissory notes, if any, are to be signed officially by the President and the Treasurer, or any other elected Officers when directed to do so by the Board of Directors, and such action shall be binding on the IGLTA.
13.4 The Board of Directors, except as otherwise provided in these Bylaws, may authorize any Officer or agent of the IGLTA to enter into any contract, or execute and deliver any instrument in the name of and on behalf of the IGLTA, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the IGLTA by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
13.5 The Board of Directors may accept, on behalf of the IGLTA, any contribution, gift, bequest, or devise for the charitable purposes of the IGLTA.
13.6 No director shall receive, directly or indirectly, salary, compensation, or emolument from the IGLTA, except that they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 13.2, or in the performance of any special duties required and directed by the Board of Directors.
13.7 No Officer or Director of the IGLTA shall be interested directly or indirectly in any contract for the sale of any property, services, or goods of or to the IGLTA or in any contract with any third party leading to such unless his interest therein is fully disclosed to the Board of Directors and such contract is thereafter authorized by a two-thirds (2/3) vote of the Directors present.
13.8 Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the Nonprofit Corporation Act of Florida requires a greater percentage or different voting rules for approval of a matter by the Board. Attendance at a Board Meeting shall be allowed via telephone or teleconferencing.
13.9 Any action required or permitted to be taken by the Board of Directors under any provision of Law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action, by written consent, shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.
13.10 Each director and officer of the IGLTA, whether or not then in office, shall be indemnified by the IGLTA for the defense of or in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, administrative or investigative, in according with and to the fullest extent permitted by the Florida Not for Profit Corporation Act or other applicable law, as such law now exists or may hereafter by adopted or amended; provided, however, that the IGLTA shall provide indemnification in connection with an action or proceeding (or part thereof) only if such action or proceeding (or part thereof) was authorized by the Board of Directors.
Availability and Interpretation. To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in this Article; (a) shall be available with respect to events occurring prior to the adoption of this Article; (b) shall continue to exist after any rescission or restrictive amendment of this Article with respect to an event occurring prior to such rescission or amendment; (c) shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the director or officer on the basis of applicable law in effect at the time such rights are claimed; and (d) shall be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the IGLTA and the director or officer for whom such rights are sought were parties to a separate written agreement.
Other Rights. The rights of indemnification provided in this Article 13 shall not be deemed exclusive in any rights to which any director or officer may now or hereafter be otherwise entitled, whether contained in the Articles or Incorporation, these bylaws, a resolution of the members, a resolution of the Board of Directors or in agreement providing for such indemnification, the creation of such other rights being hereby expressly authorized.
14.1 EXECUTIVE COMMITTEE - The Executive Committee, as defined in Section 12.2, shall: 1) oversee the duties of the Board of Directors between Board meetings; 2) be responsible for developing, and reporting to the Board concerning, a strategic plan for the IGLTA; 3) present to the Board recommendations regarding employment of personnel.
14.2 PAST PRESIDENT - The Past President shall serve in a non-voting capacity on the Board of Directors and the Executive Committee, and shall serve as Sergeant-At Arms at all meetings thereof. The Past President shall have such other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these Bylaws.
14.3 PRESIDENT - The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise the affairs of the IGLTA, the policies and activities of the Officers, employees, committees, and regional offices. The President presides at meetings of the members and the Board of Directors, and shall be ex-officio chair of the Board of Directors and the Executive Committee. The President shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall assure that the directives of the Board are carried out in accordance with the Bylaws. The President, with one (1) other elected Officer, shall, in the name of the IGLTA, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. The President shall produce an agenda and have its distribution carried out prior to initiation of a "Call To Order," for the General Membership and Board of Directors meetings. The President's first official duty will be to preside over the election of Officers.
14.4 VICE PRESIDENT - In the absence of the President, or in the event of his or her
inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to, all the restrictions on the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
14.5 SECRETARY - The Secretary shall certify and keep at the World Headquarters of the IGLTA the original, or a copy of these Bylaws as amended or otherwise altered to date.
The Secretary shall keep complete minutes of all the membership and Board of Directors and Executive Committee meetings, recording therein the time and place of holding, whether regular or special, how called, the names of those present at the meeting, and the proceedings thereof. A written report of the previous general meeting and the Board of Directors meeting shall be submitted at each General Membership meeting.
The Secretary shall have oversight of the custody of the IGLTA's papers, minutes, notices, resolutions, other official records, and the Seal of the Corporation. This should be held in the Worldwide Headquarters. The Secretary shall see that the Seal is affixed to all duly executed documents, the execution of which, on behalf of the IGLTA under its Seal, is authorized by law or by these Bylaws.
The Secretary shall also certify the results of elections and other membership votes, except when the secretary is standing for reelection; (In that case a director not standing for reelection will be appointed to certify the results of the election) administrative matters related to the Bylaws and amendments. The Secretary shall be responsible for authenticating the IGLTA's official records, and shall affix his or her signature to attest to the minutes of the proceedings of the Board of Directors and the Board's Executive Committee.
If the President, Vice President, or Treasurer are unavailable, the Secretary is the last officer authorized to sign contracts in the name of the IGLTA.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
14.6 TREASURER - The Treasurer, subject to the provisions of these Bylaws, shall have oversight of all the IGLTA's financial affairs, including budget, financial reports, dues collections, safekeeping of assets, investments, audits, employee salaries, benefits, and monthly expenditures from all IGLTA's bank accounts.
The Treasurer shall sign all checks, as required in the IGLTA Operations Manual.
The Treasurer shall report to the president and Board of Directors, whenever requested, an account of the financial condition of the IGLTA.
The Treasurer shall submit, on an annual basis, all records and books for audit to a Certified Public Accountant, as determined by the Board of Directors.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
15.1 The Board of Directors shall authorize and define the duties of all committees. Committees will be formed as needed by the Board of Directors.
15.2 The Executive Committee, with the concurrence of the Board of Directors, may from time to time establish both standing and special committees of the Board.
15.3 The Chairperson of each standing committee shall be a duly elected Director of the Corporation.
15.4 Committee Chairpersons and committee members must be members in good standing of the Corporation.
15.5 The President may be, but is not required to be, a member of any or all committees, except as provided otherwise in these Bylaws.
16.1 No less than ninety (90) days prior to the General Meeting of the members, the President, subject to the approval of the Board of Directors, shall appoint a Nominating Committee as stated in the Election Guidelines.
16.2 Individuals may seek election to the Board of Directors if they meet the eligibility requirements as stated in the Election Guidelines and Article 12.3 and 12.4 of these Bylaws.
16.3 All individuals seeking election shall sign and acknowledge receipt and understanding of the rules for the election as set forth by the Board of Directors, as a pre-condition for being considered by the Nominating Committee.
16.4 The IGLTA Worldwide Headquarters must receive all nominations for election no later than forty-five (45) days prior to the Annual Meeting. No nominations will be accepted from the floor at the general meeting.
16.5 If IGLTA publishes any material listing a nominee's qualifications and/or reasons for his or her candidacy for Director in any publication owned or controlled by IGLTA, then IGLTA must offer an equal amount of space, with equal prominence, to each and all other nominees to be used for a purpose reasonably related to the election.
16.6 All votes for the election to the Board of Directors shall be cast on written ballots. Voting shall either be in person or by absentee ballot, in accordance with the provisions of Article 8 of these Bylaws.
16.7 The President shall appoint a special three-person Election Committee, who are not members of the Board of Directors, or candidates for election, to have supervision of the balloting. This Committee shall serve only from the distribution of the ballots until the results of the election have been determined.
16.8 A tie in the voting for the last position of Director to be filled shall be resolved by an immediate runoff vote by secret ballot. Only the nominees with the tie vote shall be considered in the runoff election. General Members in good standing with the IGLTA and present in person at the meeting shall be qualified to vote in the runoff election.
16.9 The results of the election shall be published in the next issue of the IGLTA newsletter following the election.
17.1 Meetings of the Board of Directors shall be presided over by the President of the IGLTA, or, in his or her absence, by the Vice President, or, in his or her absence, by the Treasurer, or in the absence of all of these persons, by a Chairman chosen by a majority of the voting members present in person. The Secretary shall act as Secretary of all meetings of members and the Board of Directors, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
17.2 The rules contained in the current edition of Roberts Rules of Order newly revised, shall govern all procedures of the IGLTA in which they are not inconsistent with, nor in conflict with, these Bylaws, with the Articles of Incorporation, any special rules of order the IGLTA may adopt, or with any provision of law.
18.1 No member, Director, Officer, employee, or other person connected with the IGLTA, or any private individual, shall receive, at any time, any of the net earnings or pecuniary profit from the operations of the IGLTA, provided, however, that this provision shall not prevent payment to any such person for reasonable compensation for services performed for the IGLTA in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors, and no such person or persons shall be entitled to share in the distribution of, and shall not receive any of the IGLTA assets on dissolution of the IGLTA. All members, if any, of the IGLTA shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the IGLTA, whether voluntarily or involuntarily, the assets of the IGLTA, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of the IGLTA and not otherwise.
19.1 In case of a merger or consolidation of IGLTA INC. with one or more similar Corporations or organizations, a prerequisite of the merger or consolidation shall be: (1) that the resulting corporation shall meet the tax exempt requirements of the Florida Revenue and Taxation Code and establish its tax exempt status under Section 501(c)(6) of the Internal Revenue Code; and (2) the resulting corporation shall assume all assets and liabilities of IGLTA INC. and shall include all its membership that is in good standing at the time of merger or consolidation.
19.2 In the case of the dissolution of IGLTA INC., for any reason except as stated in Section 19.1 of this Article, any remaining assets, after the payment of all obligations; shall be donated to such charitable organizations as designated by the Board of Directors, provided that such charitable organizations meet the tax exempt requirements of the Florida Revenue and Taxation Code and which has established its tax exempt status under Section 501(c)(6) of the Internal Revenue Code.
20.1 No rules, regulations or bylaws shall be adopted and no activities shall be undertaken by the IGLTA which (1) would jeopardize the non-profit/tax exempt status; (2) are in violation of the Articles of Incorporation of the IGLTA; or (3) are in violation of the Corporate laws, governing the IGLTA, of the State of Florida or the Federal Government.
20.2 Should any part hereof or any provision herein contained be rendered or declared invalid by reason of any existing or subsequently enacted legislation or by any decree of a court of competent jurisdiction, such invalidation of such part or portion of these Bylaws shall not invalidate the remaining portion hereof, and it shall remain in full force and effect.
21.1 These Bylaws are to remain in effect until such time as new Bylaws are adopted by the IGLTA.
21.2 Subject to any provision of law applicable to the amendment of bylaws of Nonprofit Corporations under the Nonprofit Corporation Act of Florida, these Bylaws, or any of them, may be altered, amended, or repealed, and new Bylaws adopted by a simple majority (50% +1) vote of the General Membership present and in good standing with the IGLTA, at any regular or special meeting of the General Membership, provided each member has been notified of the intent to amend the Bylaws prior to such meeting.
21.3 Proposals to change these Bylaws may be submitted by a two-thirds (2/3) vote of the Board of Directors present at a duly held meeting, or by petition of twenty percent (20%) of the General Membership.
21.4 Such proposals shall be included on the agenda of the next General Meeting or on the agenda of a Special meeting, provided each member has been notified of the intent to amend the Bylaws and the substance of said amendments, at least thirty (30) days prior to said meeting(s).
21.5 Amendments of Bylaws are effective upon adoption by the members.
The International Gay and Lesbian Travel Association, Inc., hereafter referred to as IGLTA, the world's leading travel trade association committed to growing its members' gay and lesbian tourism business through education, promotion, and networking.
The following “Rules of Conduct,” as approved by the board of Directors of IGLTA, are general rules, which apply to member's conduct with respect to professional ethics and decorum in meetings.
As a member, you must agree to recognize the following rules, and honor the Rules of Conduct as follows:
- Each member will conduct business with honesty, integrity, and fairness with respect to customers, clients, employees, and business associates alike.
- Each member will be accessible and accountable to customers or clients and make every reasonable effort to act in the customers' or clients' best interest and benefit.
- Each member will protect their customers' or clients' confidentiality to the extent that is considered legally acceptable.
- Each member will not discriminate as to race, color, religion, national origin, age, disability status, gender, or sexual orientation.
- Each member will be responsible at all times for the truthful and non-deceptive advertising or promotion regarding his/her business and its products or services.
- Each member will conduct business with strict adherence to the laws and regulations of the state and country where incorporated and in accordance with business or professional codes existent in the travel industry. Furthermore, all members agree to conduct business in accordance with generally accepted business practices.
The Board of Directors on behalf of IGLTA, acting in accordance with the By-laws of the IGLTA reserves the right to revise these Rules of Conduct at any time.
|
