ARTICLE I NAME AND PURPOSE
Section 1. The name of this organization shall be “Professional Travel Bloggers Association”. Section 2. The purpose of this organization shall be educational and cultural. These educational and cultural endeavors shall concern the specialty of the travel blogging industry. This purpose shall be carried out by means of public discussion groups, forums, panels, lectures, publications, conferences or other similar programs. There shall be both instruction and training of the individual for improving or developing individual capabilities, and instruction of the public on subjects useful to the individual and beneficial to the community.
ARTICLE II MEMBERSHIP
Section 1. Classification. There shall be three classifications of membership: Founding Blogger Member, General Blogging Member and PR/Industry Member. Section 2. Qualifications and Privileges Founding blogger members and general blogging members shall be eligible to vote as outlined in Article III, hold elected office as outlined in Article III and serve on committees as appropriately formulated by the Board of Directors. Founding Blogger Member classification shall only be open for a period of sixty days upon the initial operation of this association and shall thenceforth be permanently closed. Founding Blogging Members have no additional rights or privileges over General Blogging Members, but the Board of Directors shall determine the means to recognize their status as Founding Members. Founding Blogger membership is open to those that have been travel blogging for more than one (1) year, have a self-hosted site, and have had more than five-thousand pageviews (5,000) in the last 30 days. General Blogger membership shall be open to those that have been travel blogging for more than nine (9) months and have had more than three-thousand (3,000) page views in the last 30 days. PR/Industry Members shall only be able to vote in accordance with Article III, hold elective office as outlined in Article III and serve on committees as appropriately formulated by the Board of Directors. Section 3. Payment of Dues and Termination of Membership Any individual eligible for membership may become a member upon completion and approval of the application and payment of first annual dues to the Treasurer. All members shall pay annual dues on the anniversary date of their membership in the organization. In the event any member shall become delinquent in the payment of dues for thirty (30) days, such member shall be notified of the delinquency; if such a delinquency continues for a period of thirty (30) days after such notice, such delinquent member shall automatically be declared in default and be suspended from the organization until such time as the dues are paid. Said member shall not receive any benefits of the organization during this suspension.
ARTICLE III OFFICERS AND BOARD OF DIRECTORS
Section 1. Officer Election and Duties The officers of this organization shall consist of President, President-elect, Immediate Past-President, Secretary, and Treasurer. The President-elect shall automatically succeed to the office of President at the close of the annual meeting (excepting that there shall be an election for President in the first year of the association and the President). The out-going President becomes the Immediate Past-President. All officer positions shall only be open to Founding Blogger or General Blogger members. Each officer shall be elected and serve for a term of one year. No one shall be eligible to serve as President for more that one term in any ten-year period of time. Section 2. Board of Director Election and Duties The Board of Directors shall consist of the officers and ten (10) additionally elected members of this organization, plus two (2) non-voting, advisory members from the PR/Industry membership. Each member of the Board of Directors shall be elected and serve for a term of two years. No one shall be eligible to serve on the Board of Directors for more than two terms in any ten-year period of time. Each Board member and Officer shall be required to sign an anti-trust statement before participating as a member of the Board or as an Officer. (a) Geographic Distribution. There shall be two (2) Board members each (for a total of 6 of the 10 Board members) from the following geographic areas: North America, Europe, and the rest of the world. Members shall self-select which portion of the world they represent prior to the nomination period. For each of these geographically designated positions, only those members from each geographic area are eligible to vote for those positions (e.g. only members that have designated North America will be eligible to vote for the two North American positions). The other four (4) positions on the Board shall be at-large positions and the entire membership shall be eligible to run for and vote for said positions. (b) Initial Elections. The ten (10) Board positions shall be elected on staggered two-year terms, evenly distributed from the geographic locations (e.g. there shall be one North American position up for election each year). In the initial election, all positions shall be open for election and after the election there shall be a random draw to determine which Board members receive one-year terms and two-year terms. (c) PR/Industry members. There shall be two (2) members of the Board that shall not have any voting rights, elected from the PR/Industry members. Those terms shall be two years and staggered identically to the other Board members. Only PR/Industry members are eligible to run for those positions and also vote for those positions. Section 3. There shall be an Executive Committee composed of the officers, which shall have all the powers of the Board of Directors to transact business between Board meetings in accordance with written rules established by the Board. Actions required between Board meetings shall be ratified at the next meeting of the Board of Directors. Section 4. Nominations for President-elect (and President in the initial election), Secretary, Treasurer, and Directors shall be open for a period of at least thirty days prior to the annual elections, such dates to be determined and published by the Board of Directors. Names of all nominees shall be published and disseminated to each member no later than ten (10) days prior to the election. The names of all properly nominated candidates shall appear on the Official Ballot. Write-in votes shall be permitted. The candidate receiving the highest number of votes for each elected position shall be elected. All elections shall be held prior to the annual meeting except those elections held to fill vacancies that occur between annual meetings. Elections may be held by any means permitted by law. Tie votes shall be broken by the drawing of lots. After the first election (where any dues paying member is eligible), no one shall be eligible to be nominated for any elected office prior to being a dues paying member for six (6) months. Nominations shall be submitted to the Secretary of the association, who shall verify eligibility. Any eligible member can be nominated by a single member, including self-nominations. The Secretary shall verify that every nominated person does desire to run for that office, prior to the issuance of the Official Ballot. Section 5. The President shall be the Chief Executive Officer of the organization. The President shall preside at all meetings of the organization and of the Board. The President shall appoint the chairperson of all committees and working groups, subject to approval of the Board. The President shall designate members of the Board to act as Board liaison for all committees. Section 6. The President-elect shall preside at the meetings of the organization and of the Board in the absence of the President. In the event of the disability of the president, the President-elect shall become acting president with all the powers of the president. If there is no President-elect in office in the event of the disability of the president, succession shall proceed as defined in Section 11. Section 7. The Secretary shall keep the records and papers of the organization and shall keep the minutes of all meetings of the organization and of the Board, in addition to the duties of Section 4 of this article. The Secretary shall perform such other duties as the Board may assign. Section 8. The Treasurer shall collect the annual dues of all members and shall keep account for the organization. The Treasurer shall have custody of the funds of the organization, and shall be authorized to open a bank account in the name of the organization. The Treasurer shall be required to submit an annual accounting and proposed budget, both of which shall be approved by the Board of Directors and the general membership at the Annual Meeting. For passage of the budget a simple majority is needed. Voting may be in person or online, with the precise mechanism for voting to be determined by the Board. The Treasurer under the direction of the Board of Directors shall issue a request for proposal regarding external auditing services and shall engage the best proposal on behalf of the membership. The result of this audit will also be made available to the general membership at the Annual Meeting. The Treasurer shall secure a fidelity bond at the expense of the organization, the limits of which shall be fixed by the board and reviewed as necessary. Section 9. The Immediate Past-president shall assume the responsibilities of Parliamentarian and Archivist. The Immediate Past-president shall be familiar with Roberts’ Rules of Order Newly Revised and shall assist the President in the orderly conduct of all meetings of the organization. The Immediate Past-president shall interpret all questions of procedure and Bylaw construction. The Immediate Past-president shall collect and maintain all records, publications, and papers of historical significance to the organization. Section 10. The Board of Directors shall have a general management of the affairs of the organization, shall set the dues for the organization, shall make written guidelines detailing the abilities of Officers to spend money and obligate the association, and shall make all contracts, or shall authorize all contracts made in the name of the organization or by all officers or any committees of the organization. In the case of absence of any officer, the Board may delegate the powers or duties of any officer to any other officer, except where otherwise provided by the Bylaws. Section 11. Vacancies and Recall of Officers and Board Members (a) In the event that a vacancy occurs in the office of President, the President-elect shall automatically succeed to the presidency and the office of President-elect shall remain vacant until the next scheduled election. The president-elect shall subsequently serve his or her one-year term of office as President. In the event that the President becomes unable to serve in a year when there is no President-elect in office, the Board of Directors shall appoint an interim president, selected from the current board of directors, to serve the remainder of the term. In the event that a vacancy occurs for any other office, the Board of Directors shall appoint a qualified member of the organization to fill the vacancy, and the appointee to the vacated office will serve for the remainder of the term. Any vacancy in the Board of Directors will remain unfilled until the time of the next election, whereby an election for the remaining term, if any, will be held. (b) 1. Any Officer or Board Member of the Association can be recalled by an affirmative vote of 75% of the Board. 2. If 50% of the active members in good standing petition the Secretary of the Association requesting a recall of any said Officer(s) or Board member(s), it shall be the duty of the Secretary to circulate a recall ballot to all active members within thirty (30) days of receiving the petition. It the Secretary is the officer whose recall is being requested, it shall be the duty of the Treasurer to circulate such a recall ballot to all active members. Recall shall require an affirmative vote of 75% of all active members in good standing voting in such recall election. 3. When such recall is accomplished, such recalled officer or Board member shall be divested immediately of all authority, prestige, rights and responsibilities pertaining to that office. Section 12. The Board shall review and approve all committee appointments made by the president, approve the budget of the organization, and approve all civic, educational and social programs of the organization. Section 13. Meetings of the Board may be called by the president on twenty (20) days notice in writing to each Director. The President or the Secretary shall call the meeting in like manner and on like notice, on the written request of seven (7) members of the Board of Directors, including officers. Section 14. At all meetings of the Board, a majority shall be necessary and sufficient to constitute a quorum, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. The Board shall establish written rules as to the ability of Board members to attend meetings via telephone, internet or other remote-access options. Section 15. The fiscal year of the organization shall be July 1 through June 30. Section 16. The Association shall indemnify all officers, employees, and agents of the Association to the full extent permitted by the General Laws of [State], and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the executive committee of the Association.
ARTICLE IV ANNUAL AND SPECIAL MEETINGS
Section 1. The organization shall hold an annual meeting to be held at the time designated by the Board, to be designated no later than ten (10) months prior to the date of the last annual meeting. Written notice specifying the time, date, and place of the annual meeting shall be given to each member by the Secretary no later than four (4) months prior to the opening of said annual meeting. Section 2. The program of the annual meeting shall be prepared by the Program Committee for the approval of the board. Section 3. Special meetings of the organization shall be called at such time and place as the board may select and shall be called upon a petition of thirty-five percent (35%) of the members of good standing of the Association within thirty (30) days after receipt by the President of such petition. The secretary shall give thirty (30) days written notice of any special meeting to each member. The Board shall determine whether said special meeting shall be held virtually, in-person, or in a combination thereof, depending on its determination of applicable technology available. Section 4. Fifty percent (50%) of the members of good standing of the Association shall constitute a quorum for the transaction of business at any special meeting.
ARTICLE V COMMITTEES
Section 1. Committees may be established from time to time as appropriate and approved by the Board of Directors. A chairperson of the committee shall be appointed by the President and shall be responsible to the Board of Directors. Section 2. The President shall appoint, with approval by the Board, a chairperson of each committee, as soon as practical following the annual meeting of the organization. Section 3. The chairperson of each committee shall preside at all committee meetings and shall render a report to the membership at each annual meeting of the organization. The vice- chairperson appointed by the chairperson shall serve as secretary at each committee meeting. Section 4. The Board shall define the function of each committee. Vacancies occurring in the membership of the committees shall be filled by appointment by the chairperson of said committee for the unexpired term. Section 5. The President shall be empowered to appoint administrative project teams, with approval by the board, to supplement the activities of any committee. Administrative project teams shall dissolve at the completion of their project.
ARTICLE VI AMENDMENTS
Section 1. These Bylaws may be amended at any annual or special meeting, provided that at least thirty (30) days notice is mailed to each member of any proposed amendment. Section 2. Any amendment to the Bylaws must be approved by two-thirds (2/3) vote of the members present at the annual meeting or any special meeting properly called and constituted. Voting for amendments to the bylaws may be done by email, in accordance with written rules established by the Board of Directors. Section 3. These Bylaws may be further amended at any annual meeting, properly constituted, upon the unanimous vote of all members duly registered to vote without the necessity for prior notice of the proposed amendment.
ARTICLE VII PARLIAMENTARY AUTHORITY
The rules contained in Roberts’ Rules of Order Newly Revised shall govern all meetings in all cases in which they are not inconsistent or in conflict with these Bylaws.
ARTICLE VIII DISSOLUTION
Upon the dissolution of the Association, the Board of Directors, after paying or making provision for the payment of all of the liabilities of the Association, shall dispose of all of the remaining assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue statute, as the board shall determine.