The name of the corporation is ASSOCIATION OF CORPORATE TRAVEL
EXECUTIVES, INC. (“ACTE” or “Association”). ACTE is a not for profit,
nonstock educational and professional organization incorporated in the
state of Delaware. The purposes of ACTE include but are not limited to
promoting, protecting, and advancing the interests, quality, and
professionalism of the corporate travel industry.
Article II: Membership
Section 1. Eligibility Membership in ACTE shall
be open to any person associated with the business travel industry who
meets the membership criteria established by the Board of Directors . Membership in ACTE is on an individual, not organizational, basis.
Section 2. Other Classes of Members The Board of
Directors shall have the right to grant membership in the Association
to other individuals, such as the travel industry press, as well as
grant honorary memberships, if the Board determines in its sole
discretion that such membership would be in the best interests of the
Association. The Board also may establish other classes of members.
Section 3. Membership Termination The Board of
Directors shall have the right to terminate membership in the
Association if the Board determines in its sole discretion that a member
is not meeting the goals and objectives of the Association. Failure to
pay dues within thirty (30) days of their due date shall automatically
result in termination of membership and does not require advance notice
to the member and deliberation by the Board. Any member proposed for
expulsion for another reason shall be provided advance written notice
including the reason for the proposed expulsion, opportunity to contest
the proposed expulsion in writing, and final written notice of the
Section 4. Member Dues Annual dues for membership shall be established by the Board of Directors and shall be payable in
advance. Membership dues may be changed for any or all countries at the
discretion of the Board of Directors. Each member, except as otherwise
provided in these By-laws, regardless of the annual membership dues
established, shall have equal voting rights. The Association shall
notify each member prior to his/her expiration date of the dues payable
for the coming year. The Board may, at its discretion and upon receipt
of payment of the annual dues, reinstate a member terminated because of
late dues payments.
Article III: Officers
Section 1. Officers The Officers of the
Association are the President, President-Elect, Treasurer,
Treasurer-Elect, and Executive Director, the latter of which shall be an
ex-officio, non-voting member of the Board and also act as
Secretary to the Association. The Board of Directors shall elect the
President-Elect and the Treasurer-Elect every two (2) years from the
candidates presented by the Nominations Committee. Best efforts shall be
made by the Board to assure that at least one (1) officer is a
corporate member, meaning a representative of a purchaser of business
travel services. Best efforts require that Officer candidates presented
to the Board for approval must allow the corporate representation
requirement to be met at the time of approval.
Section 2. Terms The President, and Treasurer
shall hold office for two (2) years, or until their respective
successors are selected. The President-Elect shall hold office for a
minimum of ninety (90) days and then automatically succeed to the office
of President at the end of his/her term. The Treasurer-Elect shall
hold office for one (1) year and then automatically succeed to the
office of Treasurer at the end of his/her term. The President-Elect’s
and Treasurer-Elect’s terms shall fall in alternating one-year periods.
All former Presidents shall be referred to as Past-Presidents of ACTE.
All Officers shall serve on the Board of Directors during their term of
office. All Officers must be members in good standing of ACTE, and meet
any other qualifications established by the Nominations Committee or
Board of Directors.
Section 3. Removal An Officer may be removed at
any time, with or without cause, by a two-thirds vote of all of the
voting members of the Board of Directors, with the Officer being
considered for removal not participating in the vote. The President may
fill an Officer vacancy for the unexpired term with approval by
two-thirds of the voting members of the Board.
Section 4. Duties of Officers
4.1. - President: The President shall serve as Chairperson of both the Board of Directors and the Executive Committee. He/she shall have general supervision of all business and affairs of the Association, and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.
4.2. - President-Elect: The President-Elect shall succeed to the presidency at the end of the President’s term. The President-Elect shall perform the duties of the President in the event of his/her inability to serve. Other duties shall be as delegated to the President-Elect by the Board of Directors.
4.3. - Treasurer: The Treasurer shall be in charge of the Associations funds and records. The Treasurer shall: collect all member dues and/or assessments; have established proper accounting procedures for the handling of the Associations funds; be responsible for the keeping of the funds in such banks, trust companies and/or investments as are approved by the Executive Committee; oversee the performance of an annual audit, financial review, Agreed Upon Procedure (AUP) engagement ,or other financial review process by a certified public accountant, report on the financial condition of the Association at all meetings of the Board of Directors and at other times when called upon by the President. A full audit must be conducted at least once every four (4) years. The Treasurer shall serve as the chairperson of the Finance Committee.
4.4. - Treasurer-Elect: The Treasurer-Elect shall succeed to the office of the Treasurer at the end of his/her term. The Treasurer-Elect shall perform the duties of the Treasurer in the event of his/her inability to serve. Other duties shall be as delegated to the Treasurer-Elect by the Board of Directors. The Treasurer-Elect shall serve as a member of the Finance Committee.
4.5. - Executive Director: The Executive Director shall be an ex-officio, non-voting member of the Board of Directors and Executive Committee and reports to the Executive Committee of the Association. The Executive Director is the principal manager and administrator of the Association and is responsible for the day-to-day operations of the Association and all of its employees. As Secretary of the Association, the Executive Director shall be responsible for the proper recording or proceedings of meetings of the Association, Board of Directors and committees; carry into execution all orders, votes and resolutions, and ensure that accurate records are kept of all members.
Article IV: Board of Directors
Section 1. Composition The Board of Directors
shall be composed of Regional members, At-Large members, appointed Board
members, the elected Officers, the Executive Director, and the ACTE
Foundation Chair. Best efforts shall be made to assure that Corporate
members maintain a majority representation and that Supplier members
maintain no less than a one-third representation. Best efforts require
that the slate of candidates presented for election must meet these
requirements at the time of election. The ACTE Foundation Chair and
Appointed Board members shall not be included in the calculation of
Corporate member and Supplier member representation. The exact number of
members of the Board of Directors may be determined, from time to time,
by resolution of the Board of Directors. A person elected to the Board
must be a member in good standing of ACTE and meet any other criteria
established by the Nominations Committee or the Board of Directors.
Regional and At-Large Board members shall serve staggered three (3) year
terms so that three (3) new members are elected each year as provided
by the Board but shall serve no more than two (2) consecutive terms.
There is no limit on the number of non-consecutive terms a Board member
Section 2. Regional Representation Each
recognized ACTE region shall have one Board seat. Regional Board
members are elected by the members of their respective region. Regional
Board members for newly recognized ACTE regions shall be elected by the
members of the region at the next regularly scheduled election following
the formation of the region. Interim to the election of the Regional
Board Representative by the members of the region, the President, with
approval by two-thirds of the voting members of the Board, shall appoint
a Regional Board Representative to serve until the duly elected
Regional Board representative takes office.
Section 3. At-Large Representation At-Large Board members shall be elected by the members of the Association.
Section 4. Appointed Board Member The Board of
Directors may decide, from time to time, to appoint individuals to serve
on the Board of Directors to provide a specific skill or expertise
critical to the strategic advancement of the association. An appointed
Board member is not required to be an ACTE member but will be granted
ACTE membership upon appointment to the Board. Multiple appointed Board
members may serve on the Board at any given time provided that Board
members elected by the membership maintain majority representation. The
President shall recommend candidates for appointed Board member to the
Nominations Committee. The Nominations Committee shall be responsible
for vetting the recommended candidates against the established criteria
for Board members and presenting the candidates to the Board for
approval. Appointed Board members must be approved by two-thirds of all
of the voting members of the Board of Directors. Appointed members shall
serve a one (1) year term renewable for up to six (6) years. Renewal of
an appointed Board member’s term must be recommended by the President
and approved by two-thirds of all of the voting members of the Board of
Section 5. ACTE Foundation Chair The current ACTE Foundation Chair shall serve as a voting member on the ACTE Board of Directors during his/her term in office.
Section 6. Removal Any Board member may be
removed, with or without cause, by a majority vote of the region that
elected the Board member, with the Board member being considered for
removal not participating in the vote.
Section 7. Meetings and Vote There shall be at
least three (3) in-person Board meetings each year, with meetings held
in different calendar quarters. A majority of the Board shall
constitute a quorum and a majority vote of Directors at a meeting at
which a quorum is present is necessary to transact Association business
with the exception of approval of By-law amendments, removal of an
officer, approval of appointments to fill Officer and Board vacancies,
approval of a merger with another entity, or approval of the dissolution
of the Association; these shall require approval by two-thirds of all
of the voting members of the Board of Directors. In the event of a tie
vote, the Board will continue discussions prior to calling for a second
vote. The President shall then refrain from voting until all votes and
abstentions are cast. If a tie vote results, the President shall break
the tie by either voting or abstaining from voting. A special meeting of
the Board may be called by the President or by a majority of the Board
upon notice to the Board by any reasonable means at least forty-eight
(48) hours prior to the meeting. Notice of a special meeting shall
specify the purpose of the meeting. The Board may meet by telephone
conference call or similar communications equipment so that all persons
participating in the meeting can hear each other, and participation in a
meeting by conference call shall constitute presence in-person at the
meeting. Directors may not vote by proxy.
Section 8. Vacancy Any vacancy on the Board of
Directors may be filled for the unexpired term by the President with
approval by two-thirds of the voting members of the Board.
Section 9. Authority The Board of Directors
shall be the sole governing body of the Association, which has authority
and is responsible for the supervision, control, and direction of the
Association in accordance with these By-laws and the Directors’
fiduciary duties under applicable law.
Section 10. Compensation Members of the Board of
Directors shall not receive any compensation for serving as Board
member or providing any services to or on behalf of ACTE.
Section 11. Conflicts of Interest
11.1. - In the event that any director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate non-confidential information which might inform its decisions. "Conflict of interest," as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.
11.2. - No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.
Section 12. Code of Ethics Members of the Board (including ex-officio
members of the Board and past members of the Board) shall at all times
abide by and conform to the following code of conduct in their capacity
as Board members:
12.1. Each member of the Board of Directors will abide in all respects by the ACTE Members’ Code of Ethics and all other rules and regulations of the Association (including but not limited to the Association’s Articles of Incorporation and By-laws) and will ensure that their membership in the Association remains in good standing at all times. Furthermore, each member of the Board of Directors will at all times obey all applicable federal, state and local laws and regulations and will provide or cause to provide the full cooperation of the Association when requested to do so by those institutions and their persons set in authority as are required to uphold the law.
12.2. Members of the Board of Directors will conduct the business affairs of the Association in good faith and with honesty, integrity, due diligence, and reasonable competence.
12.3. Except as the Board of Directors may otherwise require or as otherwise required by law, no Board member shall share, copy, reproduce, transmit, divulge or otherwise disclose any confidential information related to the affairs of the Association and each member of the Board will uphold the strict confidentiality of all meetings and other deliberations and communications of the Board of Directors.
12.4. Members of the Board of Directors will exercise proper authority and good judgment in their dealings with Association staff, suppliers and the general public and will respond to the needs of the Association’s members in a responsible, respectful and professional manner.
12.5. No member of the Board of Directors will use any information provided by the Association or acquired as a consequence of the Board member’s service to the Association in any manner other than in furtherance of his or her Board duties. Further, no member of the Board of Directors will misuse Association property or resources and will at all times keep the Association’s property secure and not allow any person not authorized by the Board of Directors to have or use such property.
12.6. Upon termination of service, a retiring Board member will promptly return to the Association, within five (5) business days, all documents, electronic and hard files, reference materials, and other property entrusted to the Board member for the purpose of fulfilling his or her job responsibilities. Such return will not abrogate the retiring Board member from his or her continuing obligations of confidentiality with respect to information acquired as a consequence of his or her tenure on the Board of Directors.
12.7. The Board of Directors dedicates itself to leading by example in serving the needs of the Association and its members, and in representing the interests and ideals of the corporate travel industry at large.
12.8. No member of the Board of Directors shall persuade or attempt to persuade any employee of the Association to leave the employ of the Association or to become employed by any person or entity other than the Association. Furthermore, no member of the Board of Directors shall persuade or attempt to persuade any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the Association to terminate, curtail or not enter into its relationship to or with the Association, or to in any way reduce the monetary or other benefits to the Association of such relationship.
12.9. The Board of Directors must act at all times in the best interests of the Association and not for personal or third-party gain or financial enrichment. Specifically, members of the Board of Directors shall:
- Avoid placing (and avoid the appearance of placing) one's own self-interest or any third-party interest above that of the Association; while the receipt of incidental personal or third-party benefit may necessarily flow from certain Association activities, such benefit must be merely incidental to the primary benefit to the Association and its purposes;
- Not abuse their Board membership by improperly using their Board membership or the Association's staff, services, equipment, resources, or property for their personal or third-party gain or pleasure, and shall not represent to third parties that their authority as a Board member extends any further than that which it actually extends;
- Not engage in or facilitate any discriminatory or harassing behavior directed toward Association staff, members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to the Association;
- Not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to the Association without fully disclosing such items to the Board of Directors.
Section 13. Absence Any elected officer or
director who shall have been absent from two (2) in-person meetings of
the Board of Directors during a single calendar year shall automatically
vacate the seat on the Board of Directors and the vacancy shall be
filled as provided by these By-laws; however, the President shall
consider each absence of an elected officer or director as a separate
circumstance and may expressly waive one such absence during each
Article V: Committees and Regional Chairs
Section 1. Standing Committees The Association
shall have the following standing committees: Executive Committee,
Nominations Committee and Finance Committee.
Section 2. Executive Committee The Executive
Committee shall consist of the Officers of the Association and one Board
Liaison representative. The Board liaison representative will be
appointed by the President from the current Board members. The Board
liaison representative's term will be determined by the President but
will be no longer than the President's term. The Board Liaison
representative shall be subject to the terms of removal of an Officer as
stated in Article III, Section 3 on these By-laws. The Executive
Committee shall lead and oversee the day-to-day operations of the
Association. When the Board of Directors is not in session, the
Executive Committee shall exercise all the powers and duties of the
Board. The President, or President-Elect in his/her absence, serves as
Chairman of the Executive Committee.
Section 3. Nominations Committee The President
shall appoint a Board member to serve as Chairperson of the Nominations
Committee. The Chairperson, with approval by the Board, shall appoint
two (2) board members to the Committee and at least three (3) non-Board
members with regional representation. Nominations Committee members may
be re-appointed by the Chairperson with approval of the Board. The
Nominations Committee shall be responsible for establishing criteria and
policies and procedures to develop and select candidate slates for the
President-Elect, Treasurer-Elect, and the Regional and At-Large Board
members. The Board of Directors shall approve these criteria, policies
and procedures. Any subsequent changes to the criteria, policies and
procedures shall be approved by the Board of Directors. The Nominations
Committee shall present its slate of candidates for the Regional and
At-Large Board seats to the Board for its approval and then to the
members in accordance with procedures adopted by the Board. The Board may remove candidates from the slate
upon a two-thirds vote. There shall be no write-in provision for
candidates at the time of voting. The Nominations Committee shall
present its nominees and recommended candidate for President-Elect and
Treasurer-Elect to the Board for approval.
Section 4. Finance Committee The Finance
Committee shall be responsible for overseeing all financial activity of
the Association and for developing and administering all financial
policies. The Finance Committee shall be chaired by the Treasurer. The
Treasurer-Elect shall serve as a member of the Finance Committee. The
remaining members of the Committee shall be appointed by the Board and
shall include non-Board members representing the diversity of the
Association’s geographic regions. The Finance Committee shall be
responsible for hiring an independent public accounting firm to perform
an annual financial audit, financial review, Agreed Upon Procedure (AUP)
engagement, or other financial review process of the Association. A
full audit must be conducted at least once every four (4) years.
Section 5. Regional Chairs The Regional Chairs
shall represent and promote the interests of the Association to its
members in a specific geographic region. Each Regional Chair is
appointed by the Executive Committee and approved by the Board of
Directors. The Regional Chair, in accordance with policies and
procedures adopted by the Board, shall serve a two (2) year term and may
serve a second consecutive term. The Regional Chair coordinates program
support, membership recruitment and retention support, and
communications in its geographic area through the use of ad hoc
committees. The Regional Chair may have such other responsibilities as
determined by the Board.
Section 6. Other Committees The Board may
establish other committees as it deems appropriate which shall have such
powers and duties as prescribed by the Board of Directors.
Article VI: Meetings
Section 1. Annual Member Meeting The Annual
Meeting of the members of the Association shall be held at a time and
place determined by the Board of Directors at their previous annual
meeting. Ten percent (10%) of the membership shall be in attendance,
either in person or by proxy, to constitute a quorum for the transaction
of Association business. Notice of the Annual Member Meeting including
the time, date, and place of the Annual Meeting shall be provided to
each member not less than thirty (30) days prior to the meeting date in
accordance with applicable law. Special meetings of the members may also
be held in accordance with requirements of the annual meeting.
Section 2. Voting A majority of voting members
at a meeting at which a quorum is present is necessary to take formal
action except as otherwise provided by law or these By-laws. Members
may vote by proxy.
Article VII: Miscellaneous
Section 1. Annual Budget The annual budget of the Association shall be developed by the Finance Committee and approved by the Board of Directors.
Section 2. Fiscal Year The fiscal year of the
Association shall be January 1 to December 31. Following the close of
the Association’s fiscal year, the President or Treasurer shall present a
complete financial report of the Association for that fiscal year to
the Board and Association members.
Section 3. By-laws Amendments These By-laws may
be amended by a two-thirds majority of all of the voting members of the
Board of Directors at any regular or special meeting, provided that
notice of the proposed amendment(s) is provided to the Directors at
least thirty (30) days in advance of the meeting.
Section 4. Indemnification The Officers,
Directors and other authorized employees or agents of the Association,
as determined by the Board, shall be indemnified by the Association
against claims for liability arising in connection with their position
or activities on behalf of the Association to the full extent permitted
Section 5. Policies and Procedures The Board of
Directors may establish policies and procedures that are consistent with
these By-laws. Except as otherwise provided in these By-laws, the most
recent edition of Robert’s Rules of Order shall be the parliamentary
authority of the Association.