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

ARTICLE V. OFFICERS

  1. Position
    1. The officers shall include the Past President, President, Executive Vice President, Secretary, Treasurer, and such additional Vice Presidents as the Board shall from time to time create.
    2. The Past President, President, Executive Vice-President, Secretary, and Treasurer shall be members of the Board of Directors.
    3. There can be up to three members from any Hospitality Industry Trade Magazine on the Board of Directors who will be honorary members of the Society.

  2. 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 Two (2) years or until their successors are elected and installed. 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.

  3. Duties
    1. Past President: The Past President shall be a member of all committees and shall be Chairperson of the Nominating Committee and the Membership Committee.
    2. President: The President shall be the Chief Executive Officer of the Society, shall act as Chairperson of the Board, shall preside at all meetings, shall be a 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 a 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

  4. Removal of an Officer
  5. An officer may only be removed for cause and that by:
    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 Two (2) years or until their successors are elected and installed. The ISHP President must have served on the ISHP Board for a minimum of two years.
    2. a three-fourths (3/4) vote of the Board of Directors; or
    3. a two-thirds (2/3) vote of the Members, whether assembled or by proxy.

ARTICLE VI. BOARD OF DIRECTORS

  1. Eligibility for Membership
  2. 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.

  3. Nomination
  4. 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 thirty (30) days prior to the annual meeting. In addition, nominations may be made from the floor of the annual meeting.

  5. Election
  6. 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.

  7. Term and Composition of Board
    1. Terms on the Board shall be concurrent for the Officers of the Society. The 3 non officer directors will have a term of 4 years.
    2. The Board of Directors shall be comprised of the officers and up to three (3) directors.

  8. Duties
  9. 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.

  10. Vacancies
  11. 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.

  12. Removal of Directors
  13. 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.

  14. 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 President.

  15. Quorum
  16. 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

  1. Standing Committees
  2. The Standing Committees shall be Membership, Vendor Relations, Standards and Professional Conduct.

  3. Standing Committee Composition
    1. With the exception of the Membership Committee, the President shall appoint the Chairperson of each standing committee. The Past President 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.

  4. Special Committees
  5. The Board or the President may appoint special committees from time to time.

  6. Committee Operation
  7. 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

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

  3. 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.

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

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

  • 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.

  • 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 incorporation. 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

    1. Amendments
    2. 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.

    3. Rules of Order
    4. "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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