ACTE GLOBAL CENTRE BYLAWS

http://www.actecentre.org/bylaws.php

  ARTICLE I

NAME AND PURPOSES

The name of the corporation is the ACTE Global Centre for Research and Education, Inc. (“ACTE Global Centre”). The ACTE Global Centre is a not for profit, nonstock educational and research organization incorporated in the state of Delaware. The purposes of the ACTE Global Centre include but are not limited to providing research and analysis to support the Association of Corporate Travel Executives, Inc. (“ACTE”) organization. In addition, the ACTE Global Centre will provide greater understanding of general business trends, developments, and issues that may impact the global business travel community.

ARTICLE II

MEMBERSHIP

Members shall be the Board of Directors. Members shall not have voting rights.

ARTICLE III

OFFICERS

Section 1.          Officers        The officers of the ACTE Global Centre are the Chair, the Treasurer, 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 ACTE Global Centre.  The ACTE Global Centre shall have such other assistant officers as the Board of Directors may deem necessary and such officers shall have the authority prescribed by the Board. The Chair must be a member in good standing of ACTE.

Section 2.          Election of Officers  The initial Chair of the ACTE Global Centre shall be appointed by the Board of Directors of ACTE. Thereafter, the immediate Past-President of ACTE shall assume the position of Chair at the end of the Chair’s term in office. Should the immediate Past-President of ACTE be unavailable to serve as Chair, the current Chair’s term shall be extended until the outgoing ACTE President ‘s terms has expired and he/she can assume the position of Chair. Should the current Chair be unable to serve an extended term, the ACTE Global Centre Board of Directors will appoint an ACTE Global Centre Board member to serve as Chair until the outgoing ACTE President ‘s terms has expired and he/she can assume the position of Chair. The initial Treasurer of the ACTE Global Centre shall be appointed by the Chair. Thereafter, the Treasurer of the ACTE Global Centre shall be elected by the Board of Directors at the Board meeting preceding the expiration n of his/her term in office.

Section 3.       Terms             The Chair and the Treasurer shall hold office for two years or until their respective successors are selected. The Treasurer shall serve no more than two consecutive terms. The Chair shall serve one term.

Section 4.       Resignation     Any officer may resign at any time by giving written notice to the Chair of the Board.  Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately. 

Section 5.       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. 

Section 6.       Vacancies       The Chair may fill an officer vacancy for the unexpired term with approval by two-thirds of the voting members of the Board.


Section 7.       Chair   The Chair shall serve as Chairperson of both the Board of Directors and the Executive Committee. He/she shall give active direction and exercise oversight pertaining to all affairs of the ACTE Global Centre.  He or she may sign contracts or other instruments, which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of Chair as may be prescribed by the Board of Directors

Section 8.       Treasurer        The Treasurer shall be in charge of the ACTE Global Centre’s funds and records. The Treasurer shall ensure staff members properly receive and give receipts for moneys due and payable to the ACTE Global Centre and deposit all such moneys in the name of the ACTE Global Centre in appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors. The Treasurer shall report on the financial condition of the ACTE Global Centre at all meetings of the Board of Directors and at other times when called upon by the Chair.

Section 9.       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 ACTE Global Centre.  The Executive Director or Deputy Executive Director of ACTE shall serve as the ACTE Global Centre’s Executive Director until such time that the ACTE Global Centre Board of Directors deems it necessary to retain a dedicated person in this capacity. The Executive Director is the principal manager and administrator of the ACTE Global Centre and is responsible for the day-to-day operations of the ACTE Global Centre and all of its employees. As Secretary of the ACTE Global Centre, the Executive Director shall be responsible for the proper recording or proceedings of meetings of the ACTE Global Centre, 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.       Authority          There shall be a Board of Directors of the ACTE Global Centre, which shall supervise and control the business, property, and affairs of the ACTE Global Centre, except as otherwise expressly provided by law, the Articles of Incorporation of the ACTE Global Centre, or these Bylaws.

Section 2.       Composition    The Board of Directors shall be composed of elected Board members, the Officers, the Executive Director. The members of the initial Board of Directors of the ACTE Global Centre shall be those individuals appointed by the Chair and shall serve until their successors are elected.  Thereafter, the Board of Directors of the ACTE Global Centre shall be composed of no less than seven (7) individuals with the maximum number of members of the Board of Directors determined, from time to time, by resolution of the Board of Directors. Elected Board members are not required to be members of ACTE or active in the travel industry.

Section 3.       Election and Term of Office    Members of the Board of Directors shall serve for a term of two years. The members of the Board of Directors shall be elected by the directors at the Board meeting preceding the termination of a Board member’s term in office.  At the time of his or her election, each director shall be assigned to Class A or Class B and an effort shall be made to keep each class of directors of approximately equal size.   Each director shall hold office for a term of two years, except for the initial Board members appointed by the Chair. Their terms shall be as follows:


a.  Directors in Class A shall have their term expire on December 31, 2008 (and every two years thereafter);

• Directors in Class B shall have their term expire on December 31,2009 (and every two years thereafter).

Section 4.       Resignation     Any director may resign at any time by giving written notice to the Chair of the ACTE Global Centre. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair of the ACTE Global Centre.

Section 5.       Removal          A director 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.

Section 6.       Vacancies       The Chair may fill a director vacancy for the unexpired term with approval by two-thirds of the voting members of the Board.

Section 7.       Meetings & Vote          There shall be at least two 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 ACTE Global Centre business with the exception of approval of Bylaw amendments, removal of an officer or Board member, approval of appointments to fill Officer and Board vacancies, approval of a merger with another entity, or approval of the dissolution of the ACTE Global Centre; 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 Chair shall then refrain from voting until all votes and abstentions are cast. If a tie vote results, the Chair shall break the tie by either voting or abstaining from voting. A special meeting of the Board may be called by the Chair or by a majority of the Board upon notice to the Board by any reasonable means at least 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.       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 the ACTE Global Centre. 
Section 9.  Conflicts of Interest
9.1     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 ACTE Global Centre 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 ACTE Global Centre.

9.2      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 ACTE Global Centre.  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 10.  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:
10.1        Each member of the Board of Directors will abide in all respects by all rules and regulations of the ACTE Global Centre (including but not limited to the ACTE Global Centre’s Articles of Incorporation and Bylaws).  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 ACTE Global Centre when requested to do so by those institutions and their persons set in authority as are required to uphold the law.
10.2     Members of the Board of Directors will conduct the business affairs of the ACTE Global Centre in good faith and with honesty, integrity, due diligence, and reasonable competence.
10.3     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 ACTE Global Centre and each member of the Board will uphold the strict confidentiality of all meetings and other deliberations and communications of the Board of Directors.
10.4     Members of the Board of Directors will exercise proper authority and good judgment in their dealings with ACTE Global Centre staff, suppliers and the general public and will respond to the needs of the ACTE Global Centre’s members in a responsible, respectful and professional manner.
10.5     No member of the Board of Directors will use any information provided by the ACTE Global Centre or acquired as a consequence of the Board member’s service to the ACTE Global Centre in any manner other than in furtherance of his or her Board duties.  Further, no member of the Board of Directors will misuse ACTE Global Centre property or resources and will at all times keep the ACTE Global Centre’s property secure and not allow any person not authorized by the Board of Directors to have or use such property.
10.6     Upon termination of service, a retiring Board member will promptly return to the ACTE Global Centre, 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.


10.7     The Board of Directors dedicates itself to leading by example in serving the needs of the ACTE Global Centre and in representing the interests and ideals of the corporate travel industry at large.
10.8     No member of the Board of Directors shall persuade or attempt to persuade any employee of the ACTE Global Centre to leave the employ of the ACTE Global Centre or to become employed by any person or entity other than the ACTE Global Centre.  Furthermore, no member of the Board of Directors shall persuade or attempt to persuade any exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the ACTE Global Centre to terminate, curtail or not enter into its relationship to or with the ACTE Global Centre, or to in any way reduce the monetary or other benefits to the ACTE Global Centre of such relationship.
10.9     The Board of Directors must act at all times in the best interests of the ACTE Global Centre 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 ACTE Global Centre; while the receipt of incidental personal or third-party benefit may necessarily flow from certain ACTE Global Centre activities, such benefit must be merely incidental to the primary benefit to the ACTE Global Centre and its purposes;
• Not abuse their Board membership by improperly using their Board membership or the ACTE Global Centre'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 ACTE Global Centre staff members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to the ACTE Global Centre;
• 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 ACTE Global Centre without fully disclosing such items to the Board of Directors.

Section 11      Absence          Any elected officer or director who shall have one unexcused absence from an in-person meeting 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 Bylaws; however, the Chair shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive one such absence during each calendar year.  

ARTICLE V

COMMITTEES

Section 1.       Standing Committees             The ACTE Global Centre shall have the following standing committee:  Executive Committee.
Section 2.       Executive Committee             Between meetings of the Board of Directors, on-going oversight of the affairs of the ACTE Global Centre may be conducted by an Executive Committee. The members of the Executive Committee shall be the Officers of the ACTE Global Centre. 
Section 3.       Other Committees and Task Forces The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate by a majority vote of the members of the Board.  Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.

ARTICLE VI

MISCELLANEOUS

Section 1.       Annual Budget             The annual budget of the ACTE Global Centre shall be developed by the Treasurer and approved by the Board of Directors.
Section 2.       Fiscal Year      The fiscal year of the ACTE Global Centre shall be January 1 to December 31.  Following the close of the ACTE Global Centre’s fiscal year, the Chair or Treasurer shall present a complete financial report of the ACTE Global Centre for that fiscal year to the Board. 
Section 3.       Bylaws Amendments  These Bylaws 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 ACTE Global Centre, as determined by the Board, shall be indemnified by the ACTE Global Centre against claims for liability arising in connection with their position or activities on behalf of the ACTE Global Centre to the full extent permitted by law.
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 ACTE Global Centre.

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