ISHP: The International Society of Hospitality Purchasers

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INTERNATIONAL SOCIETY OF HOSPITALITY PURCHASERS, INC. BYLAWS (Continued)

ARTICLE V. OFFICERS
A. Position

1. The officers shall include the Chairperson, President, Executive Vice President, Secretary, Treasurer, and such additional Vice Presidents as the Board shall from time to time create.
2. The Chairperson, President, Executive Vice-President, Secretary, and Treasurer shall be members of the Board of Directors.
3. There will always be a non-voting member from Hotel Business ® on The Board of Directors who will be an honorary member of the Society.

B. Election

1. The officers shall be nominated from the Members by the Nominating Committee and elected by a simple majority of the membership for a term of one (1) year or until their successors are elected and installed; except, however, the term of the Treasurer shall be for two (2) years and the President shall in effect have a term of two (2) years in that he or she automatically becomes Chairperson upon completion of the term as President. The ISHP President must have served on the ISHP Board for a minimum of two years.
2. A vacancy in an officership shall be filled by the simple majority vote of the Board of Directors for the unexpired term or until the successor is elected and installed.
3. The officers shall assume their duties at the close of the annual meeting of the membership at which they are elected.

C. Duties

1. Chairperson
The Chairperson shall be the immediate past President. The Chairperson shall preside at the meetings of the Board and at the annual meeting, shall be an ex-officio member of all committees and shall be Chairperson of the Nominating Committee.
2. President
The President shall be the Chief Executive Officer of the Society, shall be ex-officio Member of all committees and shall perform and direct such other activities as the Board shall from time to time approve. The President may upon Board approval, delegate the day to day tasks of the office to a paid Executive Director and/or professionally certified association management firm.
3. Executive Vice President
The Executive Vice President shall assist the President and assume the duties of the President in the absence of the President. The Executive Vice President is an ex-officio Member of all committees and shall perform such other duties as the Board may from time to time direct.
4. Secretary
The Secretary shall be responsible for keeping, maintaining and disseminating all internal and external non-financial corporate communications of the Society as well as all non-financial minutes and records.
5. Treasurer
The Treasurer shall be custodian of the funds of the Society, shall be responsible for keeping and maintaining the books and records and disseminating all internal and external financial information of the Society and shall share responsibility with the President for preparation and presentation of the annual budget of the Society at the annual meeting.
6. Removal Of An Officer
An officer may only be removed for cause and that by:
a. a three-fourths (3/4) vote of the Board of Directors; or
b. a two-thirds (2/3) vote of the Members, whether assembled or by proxy.

ARTICLE VI. BOARD OF DIRECTORS

A. Eligibility for Membership
Any Members in good standing shall be entitled to be elected a Member of the Board of Directors; except, however, no more than one (1) Member shall be from the same firm or organization.

B. Nomination
The Nominating Committee shall be a sub-committee of the membership committee and will present a slate of least one (1) candidate for each vacancy to be filled on the Board of Directors. The slate shall be published in writing to the membership not less than ninety (90) days prior to the annual meeting. In addition, nominations may be made from the floor of the annual meeting.

C. Election
The Board of Directors may be elected by the adoption of the slate presented by the Membership Committee. In the case of a floor nomination check or multiple nominations for single openings by the Nominating Committee, then voting shall be by Board opening with secret ballot.

D. Term and Composition of Board

1. Terms on the Board shall be for four (4) years, with the exception of the Hotel Business ® member, with division as evenly as the number of Members allows; except, however, the term of the Treasurer shall always be two (2) years and the President shall effectively have a two (2) year term by automatically becoming Chairperson following his/her term as President.
2. The Board of Directors shall be comprised of the officers and three (3) directors.

E. Duties
The Board of Directors shall have full authority to direct the operation of the Society consistent with these bylaws and the laws of the State of New York. The Board may appoint, delegate and otherwise authorize others to act in its behalf and may compensate such others for so doing.

F. Vacancies
Vacancies among directors may be filled by majority vote of the remaining Members of the Board. Persons so elected shall serve the unexpired term or until the successor shall be elected and installed.

G. Removal of Directors

A Director may be removed for cause only and for that by;
1. A three-fourths (3/4) vote of the Board of Directors, or
2. A two-thirds (2/3) vote of the Members, whether assembled or by proxy.
3. In the event that a director does not attend two (2) regularly scheduled Board Meetings within that director's term, the Board shall take vote as to whether that non-attending Member shall be removed for cause.

H. Meetings of the Board

1. Board meetings shall be at the annual meeting and at such other times as the business of the Society shall require.
2. Meetings may be by telephone.
3. Special meetings of the Board may be called by the Chairperson.

I. Quorum
A majority of the Board shall constitute a quorum.
Each Member of the Board shall have one (1) vote, and a simple majority of those present and voting at the meeting shall decide all questions unless a higher percentage vote is required for specific types of questions elsewhere in these bylaws.

ARTICLE VII. COMMITTEES
A. Standing Committees
The Standing Committees shall be Membership, Vendor Relations, Standards and Professional Conduct.

B. Standing Committee Composition

1. With the exception of the Membership Committee, the President shall appoint the Chairperson of each standing committee. The Chairperson of the Board shall be the Chairperson of the Membership Committee. The Chairperson of a standing committee shall select the members of the committee with the approval of the Board.
2. No committee's composition shall include more than two (2) people from any firm or organization.C. Special Committees
The Board or the Chairperson may appoint special committees from time to time.

D. Committee Operation
Committees shall direct and manage their affairs according to these By- Laws and the rules and procedures established by the Board.

ARTICLE VIII. MEMBERSHIP MEETINGS

A. Annual Meetings
The annual meetings shall be held at such time and places as the Board shall set at the immediately preceding annual meeting.

B. Special Meetings

1. Special meetings of the membership may be held at the call of the Board or the majority of the membership following thirty (30) days written notice.
2. Any business of the Society may be conducted at a special meeting; provided, however, that such business is set out in writing in the notice of the meeting.

C. Other Meetings
The Society may hold such other additional meetings from time to time as the Board approves.

D. Quorum
A simple majority of the membership shall constitute a quorum for any meeting of the membership.

E. Voting
Each Member shall have one (1) vote and a simple majority of those present and voting or returning a mail ballot shall decide all questions, except that it shall require a two-thirds (2/3) vote of the Members to reverse a Board action, to amend the bylaws, or to remove a director. Approval for membership shall require an 80 percent vote of a membership quorum.

F. Record of Meetings

1. Any called meeting of Members of the Society shall be recorded in minutes. Except in the case of a meeting other than the annual meeting held not more than thirty (30) days prior to the request, such minutes shall be provided within fifteen (15) days of their request to any Member of the Society.
2. The Minutes of the annual meeting of the Society shall be circulated to the membership within sixty (60) days of the close of the annual meeting.

ARTICLE IX. FISCAL YEAR
The fiscal year of the Society shall be a calendar year.

ARTICLE X. INDEMNIFICATION
Any officer, director or Member acting by or on behalf of the Society in a Board approved manner shall be defended and held harmless by the Society to the extent of its funds and any insurance, which insurance shall be obtained as soon as the Society is able, against any action or proceeding of any kind, provided only that the action taken by such officer, director or Member was taken in good faith.

ARTICLE XI. DISSOLUTION
In the event of dissolution of the Society and after payment of all debts and other obligations, the assets of this Society shall be dedicated or transferred only in accordance with the purpose set out herein and the laws of the State of (??). The unanimous vote of the Board and three-quarters (3/4) of the Members shall be required to dissolve the Society.

ARTICLE XII. AMENDMENTS AND RULES OF ORDER

A. Amendments
These bylaws may be amended by two-thirds (2/3) vote of the Members at a regular or special meeting or mail ballot provided only that such proposed amendment and the reasons therefore shall have been submitted to the membership in writing not less than thirty (30) days prior to the date of the vote.

B. Rules of Order
"Robert's Rules of Order Newly Revised" shall be the rules of parliamentary procedure governing the conduct of all meetings of the Society not otherwise provided for in these bylaws.

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