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The Bylaws of the HFTP Foundation.
Section 1. Name — The name is The Hospitality Financial and Technology Professionals (HFTP) Foundation (“The Foundation”), a nonprofit corporation incorporated in the State of Texas.
Section 2. Office — The Foundation shall maintain its registered office as required by the laws of the State of Texas and shall have its principal and other offices as established by the Board of Trustees.
Section 1. Purpose — The purpose of The Foundation shall be as set forth in its Articles of Incorporation.
Section 2. Objectives —The objectives of The Foundation are:
2.1 to provide opportunities for the exchange of expertise, experiences and opinions through communications for hospitality and travel professionals;
2.2 to create studies and surveys for the purpose of disseminating information related to hospitality and travel;
2.3 to acquire, preserve and disseminate data and information in the field of hospitality and travel;
2.4 to cooperate with counterpart organizations in the hospitality and travel industries;
2.5 to provide information and knowledge to practitioners and others in the hospitality and travel community and the general public;
2.6 to promote knowledge and understanding among the general public of the hospitality and travel industries;
2.7 to provide scholarships for students pursuing a degree in hospitality and travel;
2.8 to provide funding for individuals and organizations for research or educational projects focusing on the hospitality and travel industries;
2.9 to conduct research relating to hospitality and travel for industry-wide utilization and by the general public;
Section 3. Restrictions —All policies and activities of The Foundation are consistent with applicable tax exemption requirements, including the requirements that The Foundation not be organized for profit and that no part of its net earnings inure to the benefit of individuals.
Section 1. Contributions, Donations, and Grants — For financial support of the purposes set forth in the Articles of Incorporation, The Foundation will establish and maintain a continuous program for the solicitation of funds on a regular basis from Federal, state, and local governmental units, from private foundations, from other public charities, the hospitality and travel industries and from the general public.
Section 1. General Powers — The governing body, the Board of Trustees, has authority and is responsible for the governance and management of the affairs of this Foundation and the distribution of its funds. The Trustees establish the policy and monitors implementation of policy by staff under the direction of The Foundation’s President (who is the CEO of HFTP) and Executive Director. Trustees need not be residents of Texas.
Section 2. Composition — The Board of Trustees shall consist of the elected officers and the immediate past president of the IAHA d/b/a HFTP’s Board of Directors. The Foundation’s President and Executive Director shall be a member of the Board of Trustees ex officio, but without a vote. The Board of Trustees shall have the right to increase or decreases the number of Trustees by a vote of a majority of the members of the Board present at a meeting.
Section 3. Elections — The Trustees shall be elected by a vote of the majority of the Officers of the current Trustees. In the event the number of Trustees is increased, the Trustees shall elect the additional Trustees by a vote of the majority of the Trustees present at a properly called special meeting. At each annual meeting of the Trustees, the Chair for the ensuing year shall be elected by a majority of the elected Trustees present.
Section 4. Meetings — The Trustees shall meet upon call of the Chair, or shall be called for a meeting by the Chair upon the written request of a majority of the voting members of the Board of Trustees at such time and place as the Chair may designate. Notice of all meetings of the Board of Trustees shall be sent formally to each member of the Board at the last recorded address on the records of The Foundation at least ten days but not more than 50 days prior to the time appointed for such meeting.
Section 5. Resignation or Removal — Any Trustee may resign at any time by giving written notice to the President, the Executive Director, or the Board of Trustees. 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 or the Board. Any member of the Board unable to attend a meeting shall advise the Chair as to the reason for the absence. If a Trustee misses two consecutive meetings for reasons that the Chair has declared to be insufficient, the Trustee shall be deemed to have resigned as a Trustee. A Trustee may be removed from office by a two-thirds affirmative vote of the Board of Trustees.
Section 6. Vacancies — Vacancies on the Board of Trustees may be filled for the balance of the remaining term in accordance with procedures as may be adopted by the Board of Trustees.
Section 7. Compensation — Trustees shall not receive any stated salaries for their services, except the Executive Director and President, but by resolution of the Board of Trustees, travel expenses for attendance, if any, may be allowed for attendance at any meeting of the Trustees.
Section 8. Conflict of Interest — A Trustee shall disclose to the Board of Trustees in writing any relationship which said Trustee may have with any person, corporation, or other entity with which The Foundation proposes to enter into any contract or other transaction or to which The Foundation proposes to make any grant which will or may result, directly or indirectly, in financial gain or advantage to the Trustee by reason of such relationship. If the Trustee fails to make this disclosure before The Foundation enters into the contract or transaction or makes the grant, the Board of Trustees may terminate the term of the Trustee forthwith.
Section 9. Program and Grant-making Decisions — Program and grant-making options shall be considered by the Board of Trustees established for that purpose at any regular or special meetings. Program and grant-making decisions shall be made by a vote of a majority of the members of the Trustees at a meeting at which a quorum is present.
Section 1. Officers — The officers of The Foundation shall be the Chair, Vice Chair, Treasurer, Secretary, Trustee, and such other officers as may be deemed necessary by the Board of Trustees. The President and Executive Director shall serve without vote as an ex-officio member of the Board of Trustees.
Section 2. Term of Office — Each Officer shall serve for a term of one year or until a successor is elected or appointed and has qualified. No officer shall hold the same elected office for more than two consecutive terms. Officers may serve no more than three successive one-year terms, except the President and Executive Director who shall serve without such limitation.
Section 3. Elections — At one designated meeting of the Board of Trustees, typically in October; the Trustees shall elect the Officers of The Foundation by a vote of a majority of voting Trustees present. Trustees may vote for themselves as Officers.
Section 4. Removal — Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interest of The Foundation shall be served.
Section 5. Vacancies — Vacancies in any office, with the exception of Chair, may be filled for the balance of the remaining term by the Board of Trustees at any regular or special meeting in accordance with procedures as may be determined by the Board. In the event of a vacancy in the office of Chair, the Vice Chair shall complete that term.
Section 6. Chair — HFTP’s Immediate Past President will serve as the Foundation’s Chair. The Chair shall be the chief elected officer of The Foundation; shall preside at all meetings of The Foundation Board of Trustees. The Chair shall also, preside at such other times as deemed proper, communicate to The Foundation or to the Board of Trustees, such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of The Foundation, and shall perform such other duties as are necessarily incident to the office of Chair or as may be assigned by the Board of Trustees.
Section 7. Vice Chair — HFTP’s President will serve as the Foundation’s Vice Chair. The Vice Chair may be delegated by the Chair to perform the Chair’s duties, in the event of the Chair’s temporary disability or absence from meetings and shall perform such other duties as may be assigned by the Chair or the Board of Trustees. The Vice Chair will assume the Treasurer’s duties if that position becomes vacant. The Vice Chair will fill the un-expired portion of the Chair’s term if that office should become vacant. If the Vice Chair’s position becomes vacant during the year, the Chair will assume all duties.
Section 8. Treasurer — HFTP’s Treasurer shall serve as the Foundation’s Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of The Foundation and shall perform such other duties as may be assigned by the Chair or by the Board of Trustees. The Board of Trustees may delegate any of the Treasurer’s duties to the President or Executive Director. The Treasurer will assume the duties of the Secretary if that position becomes vacant.
Section 9. Secretary — HFTP’s Secretary shall serve as the Foundation’s Secretary. The Secretary shall keep the minutes of the meetings of the Board of Trustees in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and in general perform all duties incident to the office of Secretary; and shall perform such other duties as may be assigned by the Chair or by the Board of Trustees. The Board of Trustees may delegate any of the Secretary’s duties to the President.
Section 10. Trustee — HFTP’s Vice President will serve on the Foundation as a Board of Trustee. The Trustee shall perform such duties as may be assigned by the Chair or by the Board of Trustees. If both the Chair and Vice Chair’s positions become vacant, the Trustee will fill the vacant positions until the term expires. If the Trustee’s position becomes vacant during any given year, it shall remain vacant until the term expires.
Section 11. President — The chief executive officer, administrator, and manager of The Foundation shall be a salaried staff head employed or appointed by the Board of Directors. The President shall be responsible to the Chair and the Board of Trustees and shall have the authority to execute contracts on behalf of The Foundation and as approved by the Board of Trustees. The President shall from time to time designate and shall employ and may terminate the employment of members of the staff necessary to carry out the work of The Foundation and shall make disbursements as authorized. In addition, the President shall manage and direct all functions and activities of The Foundation and perform such other duties as may be specified by the Board of Trustees. The President shall serve without vote as an ex-officio member of the Board of Trustees. The President may assign these duties to the Executive Director.
Section 12. Executive Director — The President, acting on behalf of The Foundation, shall employ an Executive Director. Subject to the general control of the President and Board of Trustees, the Executive Director shall administer the continuing day-to-day business of The Foundation, give administrative support to the committees of The Foundation and participate in the organization and conduct of the HFTP Research Institutes, Special Institutes and other programs and activities of The Foundation. The Executive Director shall be responsible to the President and the Board of Trustees and shall have the authority to execute contracts on behalf of The Foundation and as approved by the President and Board of Trustees. The Executive Director shall employ and may terminate the employment of staff members necessary to carry on the work of The Foundation and fix their compensation within the approved budget. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of The Foundation. The Executive Director shall serve without vote as an ex-officio member of the Board of Trustees.
Section 13. Other Officers — The Board of Trustees may appoint such other Officers, in addition to the Officers in this Article V expressly named, as they shall deem necessary, who shall have such authority to perform such duties as may be prescribed from time to time by the Trustees or by the President. The Trustees may engage the services of such other employees as may from time to time be deemed necessary or advisable for the objects and purpose of The Foundation.
Section 1. Regular Meeting — Regular meetings of the Board of Trustees shall be held not less than one time each fiscal year at the principal office of the Corporation, or at such other place as the Chairman of the Board shall designate, including electronic meetings, at such time and on such date as the Chairman of the Board shall designate in a notice directed to each member of the Board.
Section 2. Special Meeting — Special meetings of The Foundation may be called by the Chair or President of the Board of Trustees. Special meetings may also be held electronically with requisite notice if a quorum participates in accordance with Texas Law.
Section 3. Proxies — Voting rights of a Trustees or officer shall not be delegated to another nor exercised by proxy.
Section 4. Quorum — A majority of the voting Trustees and the President or Executive Director shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the voting Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
Section 1. Appointment — The Board of Trustees, shall appoint such standing or special committees or subcommittees as may be required by these Bylaws or as the Trustees may find necessary or appropriate to properly carry on the activities and effect the objects and purposes of The Foundation.
Section 2. Rules — Each committee may adopt rules for its own governance, consistent with these Bylaws and with rules adopted by the Board of Trustees.
Section 3. Compensation — Committee chairs and members shall not receive any compensation.
Section 4. Quorum — A majority of the voting members of each committee and a Foundation staff member shall constitute a quorum, at any meeting of the committees. If a quorum is not present, a majority of those voting members present may adjourn the meeting from time to time, without further notice, until a quorum is present.
Section 1. Electronic Vote — Whenever, in the judgment of the Board of Trustees, and in accordance with these Bylaws and Texas law, any question shall arise which the Trustees believes should or could be put to a vote of the Trustees and when the Trustees deems it inexpedient to call a special meeting for such purposes, the Trustees may, unless otherwise required by these Bylaws, submit such a matter to the appropriate voting membership by electronic vote and decision, and the question thus presented shall be determined according to a vote received from those eligible to vote on such matters. Such submission of an electronic mail ballot shall be conducted in accordance with procedures as adopted by the Board of Trustees. Action so taken in each case shall bind The Foundation in the same manner as would action if taken at a duly called meeting.
Section 2. Fiscal Year — The fiscal year shall be determined by the Board of Trustees.
Section 3. Procedures — All meetings of The Foundation shall be governed by parliamentary laws set forth in Robert’s Rules of Order (most recent edition) when it does not conflict with these Bylaws.
Section 4. Seal — The Foundation shall have a seal of such design as the Board of Trustees may adopt, and it may be used by the members in accordance with the rules as may be adopted by the Board of Trustees.
Section 5. Use of Funds and Dissolution — The Foundation shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of its funds shall inure or be distributed to individuals. Upon dissolution of The Foundation, any funds remaining shall be distributed to IAHA d/b/a HFTP.
Section 6. Indemnification — The Foundation shall have the power and authority to indemnify and hold harmless, to the full extent permitted by law, any person who is or was a trustee, officer, employee, or agent of The Foundation or who is or was serving at the request of The Foundation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. In addition, The Foundation may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee, or agent of The Foundation, or who is or was serving at the request of The Foundation as a trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred in any such capacity, or arising out of such person’s status as such, regardless of whether The Foundation would have the power to indemnify against such liability.
Section 7. Bonding — Any person entrusted with the handling of funds or payments of The Foundation, at the discretion of the Board of Trustees, shall obtain and maintain a fidelity bond at the cost of The Foundation.
Section 8. Amendments — These Bylaws may be amended, repealed, or altered, in whole or in part, by a two-thirds vote of the members of the Board of Trustees present in person at any meeting of the Trustees, or by electronic ballot conducted in accordance with procedures as adopted by the Board of Trustees. Proposed changes to the Bylaws may be suggested by the President, Executive Director or Board of Trustees. Notification of proposed changes to the Bylaws shall be provided to the Board of Trustees not less than 30 days prior to the vote.
Section 9. HFTP and The Foundation Relationship — The Foundation and HFTP shall be organized and operated at all times in a manner to be fully consistent and compliant with the terms and conditions contained in the Strategic Alliance Agreement, as amended from time to time, except as otherwise provided by these Bylaws. The approval of the HFTP Board of Directors is required before The Foundation separates or takes major steps toward separation.