Bylaws

Bay Area Business Travel Association (BABTA); a Global Chapter of the Global Business Travel Association (GBTA)

Table of Contents

ARTICLE I: NAME
ARTICLE II: FISCAL YEAR
ARTICLE III: PURPOSE
ARTICLE IV: MEMBERSHIP
ARTICLE V: OFFICERS AND BOARD OF DIRECTORS
ARTICLE VI: COMMITTEES
ARTICLE VII: CONFLICT OF INTEREST
ARTICLE VIII: AMENDMENTS
ARTICLE IX: MEMBERSHIP MEETINGS
ARTICLE X: MEMBERSHIP RULES AND PROCEDURES
ARTICLE XI: DUES
ARTICLE XII: DUTIES OF THE OFFICERS
ARTICLE XIII: THE BOARD OF DIRECTORS
ARTICLE XIV: NOMINATING COMMITTEE
ARTICLE XV: ELECTIONS

Article I:  Name

Section 1:  The name of the Association shall be the Bay Area Business Travel Association (BABTA), a Chapter of the Global Business Travel association (GBTA).

Section 2:  The area of operation of this Association shall be the San Francisco Bay Area, California.

Article II: Fiscal Year

Section 1: The fiscal year of the Association shall begin on January 1 and shall terminate the following December 31.

Article III: Purpose

Section 1: The purpose of this Association shall be:

1. To provide a forum for members to discuss events and developments in the travel industry, thus promoting the exchange of ideas, enhancing, and benefiting the entire field of business travel.
   
   
2. To obtain and circulate statistical and trade information of value to the membership.
   
   
3. To encourage and promote social relations, friendship, and good fellowship amongst the membership.
   
   
4. To do all such other lawful things as may be incidental or conductive to the attainment of the objectives stated above.
   
   
5. The Association shall be organized and operated for nonprofit purposes and shall not be used for the pecuniary gain or profit of any member, and shall operate in accordance with Section 23701(e) of the California Revenue and Taxation Code.

Article IV: Membership

Section 1: Membership in the Association shall be open to all individuals, as described in Section 2 of this article, who are directly engaged in business travel-related activities and interested in furthering the study and solutions of problems encountered in such activities.

Section 2: The number and definition of membership classes shall mirror those set forth in the GBTA Bylaws and shall be automatically updated to match any changes to the Bylaws.  Members belonging to classes involved in monitoring and reporting as press media, or designated as academic, honorary or retired members based on their qualifications (“Non-Voting” members), shall not have voting rights, and may not hold elective office, but may serve on Committees (all other membership classes shall be considered “Voting” members).

Article V: Officers And Board Of Directors

Section 1: There shall be fourteen (14) Officers of the Association consisting of:  President, Chairperson, Executive Vice President (presumptive President-Elect), Vice President Programs, Vice President Administration (Secretary and Bylaws), Vice President Treasury, Vice President Business Development (Fundraising), Vice President Government Relations, Vice President Membership, Vice President Public Affairs, Vice President Technology (Website), Vice President Venue Selection, Vice President Special Projects, and Vice President Diversity, Inclusion, and Community.

Section 2: Each elected officer cannot serve more than two consecutive terms in each elected position and may return to the same position after a two (2) year hiatus.

Section 3: The Board of Directors shall consist of the elected Officers specified in Section 1 of this Article, and the retiring Officers who have properly fulfilled their terms.

Section 4 Option 1: The retiring President shall serve for two (2) additional years as Chairperson. All other retiring, elected and appointed Officers shall serve for one (1) additional year as Directors.

Section 5: A vacancy in any office due to members’ failure to elect any Officer, resignation, removal, disqualification, or death, the President shall appoint a member in good standing, and be ratified by the Board of Directors for the remaining portion of the term.

Section 6: If a Director vacates their seat on the Board due to resignation, removal, disqualification, or death; such a seat shall remain vacant for the remainder of the term.

Section 7: Any Officer or Director may be removed from office for cause; that is, misconduct or neglect of duties. Removal shall be by a simple majority vote of the Board of Directors.

Article VI: Committees

Section 1: Additional committees and chairpersons may be appointed by the Board of Directors as needed.

Article VII: Conflict of Interest

Section 1: In order to circumvent controversial issues within the industry, only the President shall speak or act as representative of the Association.

Section 2: No member shall present bias in the participation of a program for the general membership on the value of their company products or services. Such activity, pending investigation by the Board of Directors, shall be grounds for removal from membership.

Article VIII: Amendments 

Section 1: Amendments to the Bylaws of this Association shall require a two-thirds (2/3) vote of those members responding.

Section 2: No proposition to amend shall be acted upon unless first presented to the Board of Directors in writing at least twenty-one (21) days prior to the Board of Directors meeting. Once ratified by the Board of Directors, the proposed amendment(s) shall be communicated to the membership at least twenty-one (21) days prior to the regular membership meeting or the distribution of electronic ballots.  Amendments to the Bylaws may be voted on at a membership meeting or via electronic vote.  Voting members shall have fourteen (14) days to respond to an electronic ballot. 

Article IX: Membership Meetings

Section 1: The latest available edition of Robert’s Rules of Order shall govern the procedures at all meetings of the Association.

Section 2: Regular membership meetings shall be held on the third Thursday of the month, unless changed by the Board of Directors.  The Association shall hold at least four (4) regular membership meetings during the fiscal year either in person or virtual via electronic means.

Section 3: Notice of regular membership and other meetings will be communicated at least twenty-one (21) days in advance.

Section 4: One-third (1/3) of membership shall constitute a quorum for the transaction of business at any membership meeting or one-third (1/3) participation of Voting members by electronic vote.

Section 5: The registration cost per meeting shall be established by a majority vote of the Board of Directors. Prepayment of the established cost must be received at least forty-eight (48) hours in advance of the meeting, may not be carried forward to any future meeting, and is non-refundable. Reservations by telephone will not be accepted. A member who has paid in advance for the meeting may send a substitute from their company only. Members who have not prepaid for the meeting will be assessed an additional charge at the door (space permitting). Current registration charges and additional charges assessed at the door are on file with the Vice President Membership.

Section 6: The Vice President Administration will call a special membership meeting at the direction of the Board of Directors, or upon written request by fifty percent (50%) of the Voting members. No business shall be transacted at a special membership meeting except that for which the notice was given.

Section 7: Notice of a special membership meeting shall be provided in writing to the membership at least twenty-one (21) days in advance.

Section 8: Non-members will be allowed to attend a maximum of two (2) meetings per fiscal year for the guest fee. A prospective direct member's first meeting attendance will be complimentary; excluding the Holiday Gala, Education Day, or other special events as determined by the Board.

Article X: Membership Rules and Procedures

Section 1: Application for membership shall be made via the BABTA web site accompanied by the prescribed membership dues and submitted to the Vice President Membership. All applications shall be referred by the Membership Committee to the next scheduled meeting of the Board of Directors for approval and/or rejection.

Section 2: Upon approval of membership, each Voting member will be entitled to one (1) vote on each matter submitted to the membership for approval. Proxy voting is not allowed. To vote, a Voting member must be in good standing.

Section 3: If the conduct of any member appears to be disorderly or to be prejudicial to the welfare or good name of the Association, or if any member conducts themselves in a manner not authorized by, or in violation of the Bylaws of the Association, they may be subject to censure, suspension, or termination by the direction of the Board of Directors, or by a majority vote of the Voting members of the Association.

Section 4: Upon written request by a terminated member filed with the Vice President Membership, the Board of Directors, by affirmative vote of the majority, may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

Section 5: Any member may voluntarily terminate their membership by filing a written resignation with the Vice President Membership. Any member who voluntarily resigns from the Association while in good standing may be considered for reinstatement to membership as prescribed in Section 1 of this Article. No portion of membership dues or prepaid meeting fees is refundable at any time.

Section 6: Annual membership dues are due on the anniversary date the member joined BABTA. Dues must be received no later than thirty (30) days after the anniversary date. Any member who has not renewed by the thirty-day deadline must rejoin as a new member. For new members joining the Association, the annual dues paid at time of acceptance will continue membership for twelve (12) months and renewal will be due on the anniversary date.

Section 7: Members in good standing, upon retirement, may be appointed to Honorary Lifetime membership upon nomination and election by the Board of Directors. Persons appointed to such membership will not have the right to vote or hold office. There will be no annual dues levied on Honorary Lifetime members. Such members may attend meetings at the member rate.

Section 8: All Direct and Allied memberships are the exclusive right of the corporation.  If a member changes jobs, the member must still qualify in a new position.  Member representatives are required to notify the Vice President Membership in writing of employment termination.  If the membership is company paid, the company may, with approval of the Vice President Membership, name a new member and pay a change fee for the remainder of the term of the current membership.  If annual dues are paid directly by an individual and not reimbursed by their employer, membership in the Association is retained by the individual in the event of termination of that individual’s employment.

Article XI: Dues

Section 1: Each member shall pay an initiation fee and periodic dues and assessments in such amounts and at such times as shall be determined by a vote of a majority of the Board of Directors. The basis and rate of annual dues shall be established by a majority of the Board of Directors. Changes in initiation fees and membership dues require subsequent ratification by a majority of the Voting members.

Section 2: The assessment of fees, dues, and assessments must not be in violation of Article III, Section 1(e5) of the Bylaws.

Section 3: Meeting payment applies to that meeting only with no refunds for no-shows. Registration is required for each event and must be completed and submitted on www.babta.org. Without registration, members will be required to pay the walk-up fee and be subject to space availability. If the registrant is unable to attend, they may designate an alternate company representative to attend. Unused meeting registration fees cannot be saved for future meetings.

Article XII: Duties of the Officers

Section 1: Only Voting members may be elected Officers, and at least two (2) should be Direct members.

Section 2: The President of the Association shall be the principal executive officer and shall, in general, supervise all business and affairs of the Association, and shall preside at all meetings.

Section 3:  The Chairperson shall provide support to the President and/or other duties as assigned by the President.  The Chairperson shall preside over the annual Nominating Committee.

Section 4: The Executive Vice President (presumptive President-Elect) shall preside over the Audit Committee, and responsible for all scholarship programs/opportunities for the Association’s membership.  In the absence of the President, the Executive Vice President shall execute the duties of the office of the President.  In the event of a vacancy in the office of President, the Executive Vice President (presumptive President-Elect) shall become President for the unexpired portion of the term. In addition, the Executive Vice President (presumptive President-Elect) shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 5: The Vice President Programs shall preside over the Programs Committee. In addition, the Vice President Programs shall have primary responsibility for the program content of each membership meeting; solicitation and negotiation of speaker fees; related air, car, and hotel travel for speakers; audiovisual needs on location; production of monthly meeting slide decks; and upload of sanctioned speaker presentations post meeting, if applicable. In addition, the Vice President Programs shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 6: The Vice President Administration shall be responsible for the proper gathering, distribution, approval, and retention of all Board of Directors meeting minutes. In addition, the Vice President Administration shall preside over the Bylaws Committee and monitor all meetings of the Association to assure adherence to the Bylaws, and shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 7: The Vice President Treasury shall be responsible for depositing all funds, payment of all invoices, and shall work with the Association’s administrators in maintaining all appropriate financial records. The Vice President Treasury shall present quarterly, a financial summary of the Association and shall provide the interim reports of any unusual income or expense activity. In addition, the Vice President Treasury shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 8: The Vice President Business Development shall be responsible for directing all fundraising activities and securing sponsorships. In addition, the Vice President Business Development shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 9: The Vice President Government Relations shall serve as the Association’s liaison to the GBTA Government Relations Committee, and shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 10: The Vice President Membership shall be responsible for and preside over the Membership Committee, monitor attendance at the monthly meetings, and shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 11: The Vice President Public Affairs shall be responsible for social media, photography, and historical records. In addition, this office shall promote the awareness of and enhance the image of the Association and shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 12: The Vice President Technology shall have primary responsibility for the Association website and be the primary liaison between the Association and the web-hosting service provider. In addition, the Vice President Technology shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 13: The Vice President Venue Selection shall preside over the Site Selection Committee and shall be responsible for the selection of the meeting sites, contract negotiations, and meeting execution.  In addition, the Vice President Venue Selection shall perform such other duties as may be assigned by the President or the Board of Directors.

Section 14: The Vice President Special Projects shall oversee Education Day (every other year) and the annual Holiday Gala fundraiser event. In addition, the Vice President Special Projects shall perform such other duties as may be assigned by the President of the Board of Directors.

Section 15: Vice President Diversity, Inclusion, and Community shall be responsible for oversight of all programs and content pertaining to Diversity, Inclusion, and Community.  In addition, the Vice President Diversity, Inclusion and Community shall perform such other duties as may be assigned by the President of the Board of Directors.

Section 16: At the expiration of their term of office, all officers shall deliver to their successor all books, monies, and other property in their charge, or in the absence of a successor, shall deliver such properties to the President.

Article XIII: The Board of Directors

Section 1: The affairs of the Association shall be governed and managed by the Board of Directors. A simple majority of the members of the Board of Directors shall constitute a quorum.

Section 2: The dates and times of the regular Board of Directors meetings shall be communicated at least twenty-one (21) days prior to any Board meeting.  The Board of Directors shall meet at least once per quarter. All Board of Directors meetings shall be open to the membership.

Section 3: The President may call a special Board meeting when deemed necessary. Notice of a Special Board meeting shall be provided to the Board of Directors in writing at least fourteen (14) days in advance. No business shall be transacted at a Special Board meeting except that for which the notice was given. A report of the proceedings of a Special Board meeting will be announced at the next scheduled regular membership meeting.

Section 4: Every meeting shall be called to order by the President, or in their absence in order of priority, the Executive Vice President (presumptive President-Elect), the Chairperson, or the Vice President Treasury.

Section 5: If the Vice President Administration is not present at any Board meeting, the President or presiding officer shall appoint an Acting Secretary to carry out the duties of the Vice President Administration and record the minutes.

Section 6: Board members are expected to attend seventy-five percent (75%) of the Board meetings and miss no more than two consecutive meetings without approval of the Board of Directors or else their position on the Board may be forfeited. 

Section 7: Board members may participate in a meeting of the Board by electronic or telephonic means if all persons participating in the meeting can hear each other.  Electronic or telephonic participation in a meeting will constitute being present in person at the meeting for quorum and voting. 

Section 8: Officers and Directors shall be eligible for indemnification by the Association against any judgments, fines, settlements or other expenses resulting from being threatened with, or being made a party to, any action or proceeding other than those brought by the organization itself on its own behalf. Eligibility for indemnification shall be limited to those persons who, having acted on behalf of the organization, shall be found to have acted in good faith and in a manner not opposed to the best interests of the organization, and who have had no reasonable reason to believe that their conduct was unlawful. Nothing contained in this Article shall be construed to prohibit advancement of expenses incurred by an Officer or Director in defending an action or proceeding, nor shall this Association require an undertaking to repay such expenses except to the extent required by law.

Article XIV: Nominating Committee

Section 1: By the beginning of the third quarter, the Executive Vice President (presumptive President-Elect) shall assemble a Nominating Committee.

Section 2: The Nominating Committee shall consist of at least four (4) members, including the Chairperson. With the exception of the Chairperson, no committee member may be a current officer running for re-election or for another Officer position. At least one (1) committee   member must be a Direct member. In the event the Chairperson chooses to run for an Officer position, the President shall assign another person to preside over the Nominating Committee.

Section 3: The Nominating Committee shall recommend a slate consisting of at least one (1) candidate for each office, and must personally contact all nominees to verify acceptance of an office, if elected.

Article XV: Elections

Section 1: At any third quarter meeting of each year specified by the Board, nominations for elected officers will be accepted by the Nominating Committee.

Section 2: All candidates recommended by the Nominating Committee will be personally contacted by the Nominating Committee for their acceptance of the nomination.

Section 3: The final ballot shall consist of at least one (1) candidate for each office.

Section 4: A short biography on each candidate shall be distributed with the October membership meeting notice. The candidates will be publicly introduced at the regular membership meeting in October. Additional candidates may be nominated from the floor in accordance with Robert’s Rules.

Section 5: All candidates will have an opportunity to present their platforms at the regular membership meeting in October of each year, not to exceed two (2) minutes.

Section 6: The method of balloting will be communicated to the membership by the Nominating Committee.

Section 7: Balloting will begin not more than seven (7) days after the regular membership meeting in October and will end after fourteen (14) days.

Section 8: Should the Chairperson, as presiding over the Nominating Committee, be a candidate, the ballots (electronic or mailed) shall be distributed by a designated alternate assigned by the Committee

Section 9: Ballots shall be tabulated electronically and reviewed by the Nominating Committee, and the results shall be announced before the end of the calendar year.  Results will be communicated to the candidates prior to the general membership announcement by the President.

Section 10: Elected and retiring Officers will assume their new responsibilities on January 1 of the following year.

Section 11: The elected Officers shall be divided into two separate classes. The first class shall include the President, Chairperson, Executive Vice President (presumptive President-Elect), Vice President Programs, Vice President Administration, and Vice President Treasury, and shall be designated as the Executive Officer Class. The second class shall include the Vice President Business Development, Vice President Government Relations, Vice President Membership, Vice President Public Affairs, Vice President Venue Selection, Vice President Technology, Vice President Special Projects, and Vice President Diversity, Inclusion, and Community shall be designated as the Non-Executive Officer Class.

Section 12: The Executive Officer Class shall be elected for two (2) year terms that take office in even numbered years, with elections held biennially. The Non-Executive Officer Class shall be elected for two (2) year terms that take office in odd numbered years, with elections held biennially.

In the event of extraordinary circumstances such as a *force majeure event, the Board may deem it necessary to postpone elections.  All officers and directors will be extended as needed. The President will communicate to the membership as to the reason and duration of any postponement.

*Force Majeure includes without limitation, strikes, shortages, riots, insurrection, fires, flood, storm, acts of GOD, war, civil unrest, acts of terrorism, restrictive applicable laws or regulations, earthquakes, pandemics, etc.

Revised 1992, February 1997, March 1999, April 2002, June 2003, May 2005, March 2009, November 2009, January 2012, February 2014, November 2016, August 2020, October 2020

© 2016 Bay Area Business Travel Association, a Chapter of the Global Business Travel Association All rights reserved.