HFTP Bylaws

Bylaws

of Hospitality Financial and Technology Professionals

Article I

Name and Office

Section 1. Name — The Name of this Association shall be known as Hospitality Financial and Technology Professionals.

Section 2. Office — The Association 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 Directors.

Article II

Purpose, Objectives and Definition

Section 1. Purpose — The purpose of this Association shall be as set forth in its Articles of Incorporation.

Section 2. Objectives —The objectives of the Association are:

2.1 To enhance the practice of professional hospitality accounting, financial management, technology management, and hospitality information processing.

2.2 To further the contributions of each member to the hospitality industry through professional development.

2.3 To provide an interchange of information and ideas between members and also other related professional and trade associations.

2.4 To emphasize each member’s responsibilities for planning as well as implementation of hospitality accounting, financial management, technology management, and hospitality information processing programs.

2.5 To provide leadership in the establishment and enhancement of hospitality accounting, financial management, and information processing practices and standards.

2.6 To provide leadership in education and professional development, focusing on management skills as well as technical expertise.

2.7 To provide the vehicle to promote and establish chapters and ProLinks consisting of hospitality accountants, financial managers, and hospitality technology professionals.

2.8 To further the ethical standards of the hospitality accounting, financial management, and hospitality technology profession.

2.9 To further contribute and enhance such other functions as may properly come within the scope of this professional Association.

Section 3. Definition — Hospitality Industry—The hospitality industry is defined as the activity of providing lodging, food and beverage, and recreational services, which include but are not limited to hotels, motels, clubs, resorts, casinos, restaurants, recreation facilities, tourism, cruise lines, community associations and theme parks.

Providers of a Hospitality Experience—Entities that provide a hospitality experience to its guests, members, or visitors, by providing lodging, food/beverage, recreational and tourism services at establishments such as clubs, hotels, motels, resorts, casinos, restaurants, recreation facilities, tourism, cruise lines, community associations and theme parks. Providers of a Hospitality Experience include owners or employees that provide lodging, food/beverage, and recreational services to guests, members or visitors.

Article III

Membership

Section 1. Eligibility for Membership — Individuals actively engaged in the hospitality industry as a provider of a hospitality experience within the industry or as a provider of goods and services to the industry who meet the requirements of the Bylaws and such other requirements as the Board of Directors may establish shall be eligible for membership in the Association. Membership includes affiliation to one of HFTP’s Chapters. Applicants have the option to select affiliation with an existing chapter of their choice. In the event that applicants do not indicate their chapter affiliation, the  applicants will remain as "undecided".

Section 2. Principal Members — Principal Members shall be individuals who primarily perform accounting, financial management, or information technology activities and whose employers, including management companies, are providers of a hospitality experience actively engaged in the Hospitality Industry. Principal Members are individuals, such as chief financial officers, controllers, and other accounting personnel; chief information officers, directors of information technology, supervisors of management information systems, and other technology personnel. Principal Members may vote, serve on and chair committees as determined by the Board of Directors from time to time, and hold office on the International Board and Executive Committee.

Section 3. Agent Members — Agent Members shall be individuals whose employers are public accounting firms and consulting firms actively engaged in the hospitality industry. These individuals often act as an agent of providers of hospitality experiences and advise on actions that are normally performed by Principal Members. Individuals in this category are free to recommend to Principal Members and their employers the “best of breed” third party providers of goods and services. Individuals eligible for this membership class are qualified to perform the duties of Principal Members. Agent Members may vote, serve on and chair committees as determined by the Board of Directors from time to time and hold office on the International Board and Executive Committee.

Section 4. Education Members — Education Members shall be individuals employed full time in a post-secondary hospitality academic institution that advise or teach hospitality accounting, financial management, or information technology programs to students that will develop qualifications to become association members and shall include individuals who conduct hospitality research at these institutions that will be used by the industry. Education Members may vote, serve on and chair committees as determined by the Board of Directors from time to time and hold office on the International Board and Executive Committee.

Section 5. Allied Members — Allied Members shall be individuals who provide goods and services to Principal or Agent Members or their employers and who do not qualify as Agent Members. Members of this class have specific goods and services that they represent and endorse only those goods and services. Allied Members may vote, serve on and chair committees as determined by the Board of Directors and may serve on the Board of Directors, but may not hold office on the International Executive Committee.

Section 6. Industry Members — Industry Members shall be the press and leaders active in the hospitality industry wishing to support the Association. Members of this class may not vote or hold office in the Association.

Section 7. Apprentice Members — Apprentice Members shall be individuals who have an interest in the hospitality industry. Members of this class may not vote or hold office in the Association.

Section 8. Honorary Members — Honorary members shall be individuals approved by the Executive Committee on the basis of their accomplishments and services in or for the Association or industry. Members of this class shall pay no dues, may not vote but may hold an ex officio position as determined by the Board of Directors from time to time.

Section 9. Life Members — Past Presidents of the Association who have retired from full-time employment may be elected to this class, at the discretion of the Executive Committee. Members of this class shall pay no dues and may not vote or hold office in the Association.

Section 10. Student Members — Student membership shall be available to individuals actively enrolled in a post-secondary academic program leading to qualification as a Principal, Agent, or Education Member. This class of membership shall not be open to individuals who otherwise qualify for membership. Members of this class may not vote or hold office in the Association. Student membership includes affiliation to one of HFTP’s Student Chapters. Applicants have the option to select affiliation with an existing student chapter of their choice. In the event that applicants do not indicate their chapter affiliation, the applicants will remain as "undecided".

Section 11. Retired Members — Individuals who have retired from full-time employment and who have been members of the Association for a minimum of ten (10) years are eligible for Retired membership. Members of this class may not hold office in the Association, but shall be eligible to vote and serve on international committees. Retired membership includes affiliation to one of HFTP’s Chapters. Applicants have the option to select affiliation with an existing chapter of their choice. In the event that applicants do not indicate their chapter affiliation, the applicants will remain as "undecided".

Section 12. Privileges — All members shall have rights and responsibilities as the Board of Directors may establish as set forth in these bylaws. Active members who become unemployed may continue in their membership classification for the period in which dues are paid and for one (1) year there after.

Section 13. Application and Approval of Membership — Any individual eligible for membership under these Bylaws may be approved for membership on written application in accordance with these Bylaws and procedures as may be adopted by the Board of Directors.

Section 14. Censure, Suspension, or Expulsion — Members of the Association may be censured, suspended, or expelled for cause. Sufficient cause for such censure, suspension, or expulsion from membership shall be a violation of these Bylaws, any rule or practice duly adopted by the Association, or any other conduct prejudicial to the interests of the Association. Censure, suspension, or expulsion shall be by the affirmative vote of two-thirds of the Board of Directors or special committee designated by the Board of Directors; provided, however, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least 15 days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting at which the charges shall be considered and the member shall have the opportunity to appear in person with or without counsel and to present any defense to such charges before action is taken. The Board may delegate its responsibilities to a committee to hear the charges composed of not less than three Principal, Agent, or Education Members. The Board of Directors shall have such authority and power as may be necessary to adopt rules and policies relative to the procedure to be followed at any such proceeding and to implement this section of the Bylaws.

Section 15. Membership Status Change — In the event that a member has a change in employment resulting in a membership classification change the member must promptly comply with the rights and responsibilities of the new membership classification.

Article IV

Dues, Fees, and Assessments

Section 1. Dues, Fees, and Assessments — Annual dues, fees, and assessments, if any, for members of the Association and the payment date shall be determined by the Executive Committee and ratified by the Board of Directors either at a duly called meeting or by mail ballot conducted in accordance with these Bylaws.

Section 2. Contributions — The Association at any time may accept and use contributions or gifts made to it by any person, firm, or corporation.

Section 3. Failure to Pay — Members who fail to pay their dues, fees, and assessments within fifteen (15) days from the time they become due shall be formally notified by the Executive Vice President or such other officer as may be designated for such purposes by the Board of Directors and, if payment is not made within the next succeeding fifteen (15) days, may, without further notice and without hearing, be dropped from membership and thereupon forfeit all rights and privileges of membership; provided, however, that the Board of Directors, by rule, may prescribe procedures for extending the time of payment of dues, fees, and assessments and continuation of membership privileges upon request of a member and for good cause shown.

Article V

Meetings of Members

Section 1. Annual Meeting — There shall be an annual meeting of the Association for receipt of annual reports and for the transaction of other business. Notice of such meeting shall be sent to the last reported address of each member at least ten days and not more than 50 days before the time appointed for the meeting.

Section 2. Special Meeting — Special meetings of the Association may be called by the President, Executive Vice President, or the Board of Directors, or shall be called by the President upon the written request of 25 percent or more of the members. Notice of any special meeting shall be sent to the last recorded address of each voting member at least ten days and not more than 50 days before the time appointed for the meeting with a statement of time and place of the meeting and information as to the subject matter to be considered.

Section 3. Quorum — At the Annual Meeting or a Special Meeting of the Association a quorum shall constitute 250 voting members. 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.

Article VI

Board of Directors

Section 1. Composition and Term of the Board — The Board of Directors shall consist of the elected officers, the immediate past president, three directors appointed by the Executive Committee, and those directors elected from the Principal, Agent, Allied or Education membership: There shall be up to 3 directors elected from the Principal, Agent, or Education membership, up to one director elected from the Allied membership and 1 director appointed by the Executive Committee annually for a grand total of no more than 9 directors elected from the Principal, Agent, or Education membership, 3 directors appointed by the Executive Committee, no more than 3 members elected from the Allied membership, the elected officers and the immediate past president. All directors shall serve a three-year term except for a director elected or appointed to fill a vacancy. Elected directors shall be elected in accordance with procedures as adopted by the Board of Directors to establish staggered terms so that no more than one-third of the directors shall be elected in any one year. The Executive Vice President shall be a member of the Board of Directors ex officio, but without a vote.

Section 2. Power of the Board — The Board of Directors shall have supervision, control, and direction of the affairs of the Association; shall determine its policies within the limits of the Bylaws; shall actively pursue its purposes; and shall have discretion in the disbursement of its funds. The Board may delegate its rights and responsibilities to the Executive Committee. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 3. Meetings — Except that the Board of Directors shall have an annual meeting at the time and place of the annual convention of the Association, and at the time and place of the annual HITEC, the Board shall meet upon call of the President, or shall be called for a meeting by the President upon the written request of a majority of the voting members of the Board of Directors at such time and place as the President may designate. Notice of all meetings of the Board of Directors shall be sent formally to each member of the Board at the last recorded address on the records of the Association at least ten days but not more than 50 days prior to the time appointed for such meeting.

Section 4. Proxies — Voting rights of a director or officer shall not be delegated to another nor exercised by proxy.

Section 5. Quorum — A majority of the voting members of the Board of Directors shall constitute a quorum, at any meeting of the Board. If a quorum is not present, a majority of those voting directors present may adjourn the meeting from time to time, without further notice, until a quorum is present.

Section 6. Resignation or Removal — Any director may resign at any time by giving written notice to the President, the Executive Vice President, or the Board of Directors. 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 President or the Board. Any member of the Board unable to attend a meeting shall advise the President as to the reason for the absence. If a director misses two consecutive meetings for reasons that the President has declared to be insufficient, the director shall be deemed to have resigned as a director. A director may be removed from office by a two-thirds affirmative vote of the Board of Directors.

Section 7. Vacancies — Vacancies on the Board of Directors may be filled for the balance of the remaining term in accordance with procedures as may be adopted by the Board of Directors.

Article VII

Officers

Section 1. Officers — The officers of the Association shall be the President, Vice President, Treasurer, Secretary, Immediate Past President, and such other officers as may be deemed necessary by the Board of Directors. The Vice President, Treasurer and Secretary shall be elected annually in accordance with these Bylaws.

Section 2. Term of Office — Each officer shall take office upon election and shall serve for a term of one year and until a successor is duly elected. No officer shall hold the same elected office for more than two consecutive terms.

Section 3. Removal — Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Association shall be served.

Section 4. Vacancies — Vacancies in any office, with the exception of President, may be filled for the balance of the remaining term by the Board of Directors 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 President, the Vice President shall complete that term.

Section 5. President — The President shall be the chief elected officer of the Association; shall preside at meetings of the Association, the Board of Directors, and Executive Committee; and shall be a member ex officio of all committees. The President shall also, at the annual meeting of the Association, and at such other times as deemed proper, communicate to the Association or to the Board of Directors, such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of President or as may be assigned by the Board of Directors.

Section 6. Vice President — The Vice President may be delegated by the President to perform the President’s duties, in the event of the President’s temporary disability or absence from meetings and shall perform such other duties as may be assigned by the President or the Board of Directors. The Vice President will assume the Treasurer’s duties if that position becomes vacant. The Vice President will fill the un-expired portion of the President’s term if that office should become vacant. If the Vice President’s position becomes vacant during the year, the President will assume all duties.

Section 7. Treasurer — The Treasurer shall have charge and custody of, and be responsible for all funds and securities of the Association, and shall perform such other duties as may be assigned by the President or by the Board of Directors. The Board of Directors may delegate any of the Treasurer’s duties to the Executive Vice President. The Treasurer will assume the duties of the Secretary if that position becomes vacant.

Section 8. Secretary — The Secretary shall keep the minutes of the meetings of the Board of Directors 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 President or by the Board of Directors. The Board of Directors may delegate any of the Secretary’s duties to the Executive Vice President.

Section 9. Immediate Past President — The Immediate Past President shall perform such duties as may be assigned by the President or by the Board of Directors. If both the President and Vice President’s positions become vacant, the Immediate Past President will fill the vacant positions until the term expires. If the Immediate Past President’s position becomes vacant during any given year, it shall remain vacant until the term expires.

Section 10. Executive Vice President — The chief executive officer, administrator, and manager of the Association shall be a salaried staff head employed or appointed by the Board of Directors. The Executive Vice President shall be responsible to the President and the Board of Directors, and shall have the authority to execute contracts on behalf of the Association and as approved by the Board of Directors. The Executive Vice President shall have the title of Executive Vice President or such other title as the Board of Directors 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 Association, and shall make disbursements as authorized. In addition, the Executive Vice President shall manage and direct all functions and activities of the Association and perform such other duties as may be specified by the Board of Directors.

Article VIII

Committees

Section 1. Appointment — The Executive Committee, shall appoint such standing or special committees or subcommittees as may be required by these Bylaws or as the Executive Committee may find necessary or appropriate.

Section 2. Executive Committee — The Executive Committee shall be comprised of the officers of the Association. There shall be no more than two members of this Committee from the same Chapter, unless at the time of their election to office they were members of another Chapter. If a conflict shall occur in violation of this provision, the President shall appoint a replacement to the Committee only for the individual who has been an elective officer for the least number of years. The Executive Vice President shall be a member ex officio, but without vote. The Executive Committee shall have the power to act for the Board of Directors and the Association between meetings of the Board in accordance with such powers, duties, and responsibilities as may be delegated to it from time to time by the Board of Directors. If the Executive Committee should determine a need for representation from one of HFTP's segments, the members of the committee may invite one (1) existing HFTP Regular Member including a Past President, whom at the time of the invitation, would represent the absent segment to participate as an ex officio advisor to the Executive Committee.  The individual would serve a term of one year in the advisory capacity on matters related to the absent segment.  Segments could include finance, technology, club, hotel, education, consultant, geographic location, etc.  This advisory member would serve by invitation of the officers of the association and would be known as the Executive Advisor.  The invitation to serve can be revoked by the Executive Committee at their discretion. Under no circumstances should the Executive Advisor serve more than two consecutive one year terms. The President shall serve as chairman of the Executive Committee.

Section 3. Rules — Each committee may adopt rules for its own governance, consistent with these Bylaws and with rules adopted by the Board of Directors.

Section 4. Quorum — A majority of the voting members of each committee and an HFTP 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.

Article IX

Chapters and Affiliates

Section 1. Chapter — In accordance with such rules and regulations as may be adopted by the Board of Directors, the Executive Committee may charter groups of members to be Chapters of the Association upon application of such members who are within a similar geographic area or have similar specialties such as clubs, hotels, casinos, etc. Not more than one chapter representing each segment shall be chartered in the same geographic area. Chapters shall have rights, responsibilities, and privileges as may be determined by the Board of Directors. The Executive Committee may revoke charters in accordance with such rules and regulations as the Board may adopt from time to time.

Section 2. Regions — In accordance with such rules and regulations as may be adopted by the Board of Directors, the Board of Directors may establish regions of the Association within a similar geographic area. Regions shall have rights, responsibilities and privileges as may be determined by the Board of Directors. The Board of Directors may modify or alter the boundaries of a Region as it deems necessary or appropriate.

Section 3. Affiliates — The Board of Directors may create, transfer, sell, dissolve, or otherwise dispose of such ancillary and affiliate organizations, associations, and foundations as it deems appropriate or necessary.

Section 4. ProLinks — ProLinks shall have rights, responsibilities, and privileges as may be determined by the Board of Directors. The Executive Committee may revoke ProLinks in accordance with such rules and regulations as the Board may adopt from time to time.

Article X

Election Procedures

Section 1. Eligibility — Any Principal, Agent, Allied or Education member in good standing shall be eligible for nomination to the Board of Directors. Any Principal, Agent, or Education member in good standing that holds one of the HFTP designations shall be eligible for nomination to an officer position. Allied members are not eligible for nomination to an officer position.

Section 2. Nominations— Each year, the Nominating Committee is composed of not more than 9 members of the association. The committee will consist of the Immediate Past President who shall serve as the committee's Chair. In the event, the Immediate Past President is unable serve on the Committee those currently serving as Immediate Past President, President and Vice President (the IPV) will appoint a previous Global Past President by consensus to serve as Chair.

The Committee is to be composed of a Global Past President who shall be appointed by the IPV, the Chairs of the CHAE Certification Council, the CHTP Certification Council, the HITEC Advisory Council, Education Advisory Council, and the Leadership Summit Council. In the event the current Chair of the above mentioned councils is unable to serve, the Vice Chair may serve in that capacity. The IPV may also appoint two sitting council chairs or vice-chairs of any existing committee or council. No later than July 1st, the Nominating Committee shall present to the Board of Directors and membership nominees to serve as members of the Board of Directors. The Nominating Committee shall also present to the Board of Directors and membership a slate of officers to be elected from the current membership of the Board of Directors or a member of the Board of Directors who has served since the 1988 version of these bylaws were adopted. Each Chapter, in accordance with procedures as adopted by the Board of Directors, may suggest to the Nominating Committee possible candidates for election to office. The nominee(s) to be slated shall be selected in accordance with procedures as adopted by the Board of Directors. A written request for nomination as a director or officer may be submitted in accordance with procedures as adopted by the Board of Directors and signed by 250 voting members of the Association of which no more than 50 can be from any one chapter. Nominees by petition shall require the name of the individual so nominated to be placed on the ballot as an official nominee.

Section 3. Balloting — Secretary shall prepare an official ballot listing the names of the nominees designated by the Nominating Committee or by petition. Only in the event that a race is contested, the official ballot shall be mailed by the Secretary to each voting member at least 50 days prior to the Annual Meeting, to be returned not later than 30 days prior to the Annual Meeting. Not later than 20 days prior to the Annual Meeting, the Secretary shall announce the results. The nominee receiving the highest number of valid, timely votes cast shall be declared elected. The Board of Directors may establish procedures to carry out the balloting process. As to the election of officers, the Board shall cast its ballots for officers prior to the Annual Meeting in accordance with such procedures as the Board of Directors may adopt. In the event a race is not contested, the Secretary shall cast a single ballot for the nominee who shall thereupon be declared elected.

Section 4. Disputes, Ties, Etc. — All questions or disputes regarding the election shall be resolved by the Board of Directors in accordance with procedures as adopted by the Board of Directors.

Miscellaneous

Section 1. Mail Vote — Whenever, in the judgment of the Executive Committee or Board of Directors, and in accordance with these Bylaws and Texas law, any question shall arise which the Executive Committee or Board believes should or could be put to a vote of the Executive Committee or Board of Directors and when the Executive Committee or the Board deems it inexpedient to call a special meeting for such purposes, the Executive Committee or the Board of Directors may, unless otherwise required by these Bylaws, submit such a matter to the appropriate voting membership by mail for 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 a mail ballot shall be conducted in accordance with procedures as adopted by the Board of Directors. Action so taken in each case shall bind the Association 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 Directors.

Section 3. Procedures — All meetings of the Association 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 Association shall have a seal of such design as the Board of Directors may adopt, and it may be used by the members in accordance with the rules as may be adopted by the Board of Directors.

Section 5. Use of Funds and Dissolution — The Association 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 the members of the organization. Upon dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified professional society, trade association, charitable, educational, scientific, or philanthropic organization to be selected by the Board of Directors.

Section 6. Indemnification — The Association 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 director, officer, employee, or agent of the Association or who is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. In addition, the Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association, or who is or was serving at the request of the Association as a director, 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 Association would have the power to indemnify against such liability.

Section 7. Bonding — Any person entrusted with the handling of funds or payments of the Association, at the discretion of the Board of Directors, shall obtain and maintain a fidelity bond at the cost of the Association.

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 Directors present in person at any meeting of the Board, or by mail ballot conducted in accordance with procedures as adopted by the Board of Directors. Proposed changes to the Bylaws may be suggested by Principal, Agent, or Education members, Chapters, the Executive Committee, or the Board of Directors. Notification of proposed changes to the Bylaws shall be provided to the Board of Directors not less than 30 days prior to the vote.