Article I - APPLICABILITY
Section 1. APPLICABILITY: These Restated Bylaws govern, except as otherwise provided by statute or its Articles of Incorporation, the conduct of the affairs of the Las Vegas Hospitality Association, a Nevada nonprofit corporation (the “Association”).Back to Top
Article II - OBJECTIVES
OBJECTIVES: The Association is a nonprofit corporation without capital stock and is not organized for the private gain of any person. It is organized under Chapter 82 of the Nevada Revised Statutes (the “Nevada Nonprofit Corporations Law”). The Las Vegas Hospitality Association is an association of members of the Southern Nevada and Las Vegas hospitality industry to create a stimulating environment for hospitality industry leaders. The Mission of the Association is to promote the Southern Nevada and Las Vegas metropolitan area hospitality industry by: establishing and attaining high professional standards of service; providing networking, education and resource support to the Association’s members; implementing positive initiatives in the hospitality industry; creating positive community awareness; diversifying the Southern Nevada and Las Vegas economy by the promotion of the Southern Nevada and Las Vegas hospitality industries; cultivating relationships between hospitality professionals, students, community leaders and organizations; and inspiring, promoting, assisting and encouraging others in the hospitality industry or to enter the hospitality industry, all to the extent permitted by section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code. The Association is not organized to engage in for-profit activities and no part of the net earnings of the Association will inure to the benefit of any private member or individual.Back to Top
Article III - MEMBERS
3.01 QUALIFICATION: The Association will not have “members” as such term is defined in the Nevada Nonprofit Corporations Law. Provided, however, the Board of Directors (“Board”) may establish classes and types of members and memberships for individuals and entities, the rights and obligations arising therefrom and the application procedures related thereto, upon such terms and conditions as the Board may determine. Members (as hereinafter defined) will have only such rights as granted in the Articles of Incorporation of the Company, these Bylaws or as otherwise resolved by the Board (“Governing Documents”). Classes of Members, including sub-classes of Members (individually a “Member” or collectively “Members”) may be established by the Board, including honorary or ex-officio Members, and such classes (or sub-classes) shall have such rights, powers and obligations, if any, as determined by the Board. An applicant will be admitted as a Member upon acceptance thereof by the Board. A Member shall cease to be a Member at such time as: (i) such Member resigns its membership or (ii) ceases to qualify for membership for more than 90 days. The initial classes of Members are:
- a. Business Members: Businesses primarily engaged in the hospitality industry, including those promoting tourism; convention sales, marketing and travel. Business Members have no vote and enjoy no other rights incident to membership except to appoint, remove or replace Active Members in their employ upon at least 30 days prior written notice. Business Members are not subject to payment of dues.
- b. Active Members: The individuals (not entities) who are officers, directors, members, managers and/or employees of a Business Member designated as such by the Business Member from time to time, including replacements of Active Members no longer employed by the Business Member; provided, however, that former Active Members shall be entitled to attend monthly meetings of the Association for the shorter of the expiration of the annual membership of such former Active Member or 90 days after the date of termination of employment with a Business Member. If such former Active Member is re-employed by a Business Member, such Active Member may reapply as an Active Member.
- c. Honorary Life Members: Ex-officio individuals and entities which are unanimously selected by the Board as recognition for accomplishments or stature in the hospitality industry. Except admission to special events, payment of dues, assessments (including monthly meeting assessments) are waived.
3.02 MEMBERS MEETINGS Meetings of the Active Members may be held in such frequency, time and place as may be determined by the Board. Active Member meetings may be held to summarize past, current and future activities of the Association or to provide presentations, topical discussions of interest and educational programs to the Members. Assessments, if any, for attendance at Member meetings and other events shall be established by the Board and accrue upon reservation or attendance at the meeting, event or function. Except as specifically provided in these Bylaws for the election of directors and officers, Members shall not have the right to vote; provided, however, the Board may poll the membership in such form, substance and procedure as determined by the Board, in its sole discretion, as to certain issues, matters, courses of action or other issues affecting the Southern Nevada and Las Vegas hospitality industry or about which the Board feels the Members’ input may be beneficial.
3.03 DUES The Board shall establish and determine dues, fees and assessments, for each class of Members, including amounts, term and due dates therefor, which the Board may change from time to time in its absolute discretion; provided, however Business Members and Honorary Life Members will not be assessed dues to solely retain their membership, but may be assessed fees for meetings, dinners, banquets, conventions and other events. The Board may establish non-discriminatory disparate membership dues among classes. Failure to pay any required dues, fees or assessments by the due date will result in the expiration, suspension and/or expulsion of any Member as determined by the Board.
3.04 RESIGNATION AND REINSTATEMENT Any Member may resign its membership by sending a written resignation or request, as the case may be, to the Board, but such resignation shall not relieve the Member of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. Upon written request by a resigned Member, the Board may reinstate a former Member upon such terms as the Board deems appropriate.
3.05 REMOVAL OF A MEMBER The Board may remove a Member upon a determination that the Member is no longer qualified to be a Member or the Member’s continued membership is detrimental to the objectives or best interests of the Association.
3.06 TRANSFER OF ACTIVE MEMBERSHIP Active Membership is transferable to any employee of a Business Member qualified as an Active Member who is designated by the Business Member as a replacement for a former employee who was an Active Member, or as otherwise determined by the Board. Business Memberships are transferable only to a parent entity, or wholly owned subsidiary or affiliate entity, to an entity acquiring all or substantially all of a Business Member’s equity. Any and other transfers of memberships shall be upon such terms and conditions or as otherwise determined by the Board. Honorary Life Membership is not transferable.Back to Top
Article IV - DIRECTORS
4.01 MANAGEMENT OF THE ASSOCIATION The business of the Association shall be managed by the Board, which may exercise all such powers of the Association and do all such lawful acts and things subject only to such limitations upon the exercise of such powers as are expressly set forth in the Governing Documents or applicable Nevada law. Each director shall have one vote.
4.02 NUMBER, TENURE, AND QUALIFICATIONS The number of directors that shall constitute the Board shall be no less than 5 nor more than 25 members, as determined by the Board. Directors must be Active Members. Any change in status of a director as an Active Member for more than 90 days will immediately act as a resignation, disqualification and removal of such former Active Member as a director. At the first annual meeting of Members after the adoption of these Bylaws, the Board shall divide the directors into two approximately equal groups and designated by the Board to serve one or two year terms. Thereafter, except as provided in Section 4.03 below, each director elected shall hold office for two years or until such director’s successor is elected and qualified. Members of the Board may serve only four full consecutive terms. Each director elected to fill a vacancy shall hold office until the expiration of the term for which the director was elected or appointed and until the election and qualification of a successor.
4.03 ELECTION OF DIRECTORS AND OFFICERS The Board shall select one meeting to nominate directors and officers for election by the Active Members. Each Active Member is entitled to cast one vote for each director and officer being elected. Provided that at least one-third of the Active Members entitled to vote for any directorship or office has, in the aggregate, cast votes for such directorship or office, the candidate securing the most votes for each position being elected shall be declared the winner, notwithstanding that such candidate did not receive at least one-third of such votes himself or herself. Each election shall be held not less than 10 or more than 15 months after the previous election. The procedure for the nomination and election of directors and officers shall be as determined by the Board in its sole and absolute discretion and the results of any such election shall be final.
4.04 VACANCIES; REMOVAL
- (a) Vacancies in the Board, including those caused by an increase in the number of directors or the failure of a director to qualify for membership in the Association for more than 90 consecutive days, may be filled by a majority of the remaining directors, though less than a quorum, and each director so elected shall hold office until such director’s successor is elected at any meeting of the Association. Any director may be removed at any time, with or without cause, upon the vote of at least two-thirds of the directors entitled to vote. Unless otherwise determined by the Board at the time of the removal, such removal shall be effective immediately, even if successors are not elected simultaneously.
- (b) A vacancy or vacancies in the Board shall be deemed to exist in case of the death, disqualification from membership for a period of at least 90 consecutive days, resignation or removal of any director(s), or if the authorized number of directors be increased, or if the Board fails at any meeting of the Association at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.
- (c) If the Board accepts the resignation of a director tendered to take effect at a future time, the Board shall have the power to elect a successor to take office when the resignation is to become effective.
- (d) No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.
4.05 REGULAR MEETINGS Regular meetings of the Board shall be held at least once every calendar month (or at such other intervals as determined by the Board or as required by applicable Nevada law), at such place and time as may be fixed from time to time by resolution of the Board, at which the Board shall transact business as may properly be brought before the meeting.
4.06 SPECIAL MEETINGS Unless otherwise prescribed by statute or by the Articles of Incorporation, the Chairperson, President or any four directors may call special meetings of the Board for any purpose or purposes. Written notice of a special membership meeting, stating the purpose or purposes for which the meeting is called, time when, and place where, the meeting will be held, shall be given to each person who is an Active Member as of the date of such notice, at least 10 days but not more than 60 days before the date fixed for the meeting. Business transacted at any special meeting shall be limited to the purposes stated in the notice.
4.07 ACTION BY WRITTEN CONSENT Unless otherwise restricted by the Governing Documents, any action required or permitted to be taken at a meeting of the Board or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of all of the members of the Board or of the committee. The written consents must be filed with the minutes of the proceedings of the Board or committee. Notwithstanding the foregoing, any fiscal action for the budgeting, allocation, authorization or appropriation of Association funds may not be taken without a meeting; provided, however, that Board action for the authorization of expenditures that are not in the then current approved budget or exceed the approved budgeted amount by $500 (“De Minimis Ceiling”) (for any transaction or series of related transactions) or less, may be ratified or approved by a vote taken by electronic mail. The De Minimis Ceiling will be increased by 10% on the first day of each fourth year after the first full year after the date of these Bylaws or as otherwise determined by the Board.
4.08 QUORUM If persons entitled to cast more than 33.33% of the votes on the Board are present at the beginning of any meeting of the Board, a quorum is deemed present throughout the meeting of the Board. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by applicable Nevada law or by the Governing Documents.
- (a) The Board may, by resolution adopted by a majority of the Board, designate one or more committees of the Board, each committee to consist of at least one or more of the directors which shall have and may exercise the power of the Board in the management of the business and affairs of the Association. Such committee or committees shall have such name or names and such powers and authorities as may be determined by the Board from time to time. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member of the committee. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.
- (b) The committees shall keep regular minutes of their proceedings and report the same to the Board.
4.10 NO COMPENSATION FOR DIRECTORS OR MEMBERS OF COMMITTEES Neither the directors nor the members of committees shall receive compensation for services rendered to the Association solely in their capacity as directors or members of committees.
4.11 ACTION WITHOUT A MEETING Except as otherwise provided by applicable Nevada law, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all of the members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.Back to Top
Article V - NOTICES AND AGENDA FOR MEETINGS
5.01 NOTICE TO MEMBERS OF MEETINGS OF THE ASSOCIATION Not less than seven nor more than 30 days in advance of any meeting of the Association, the Secretary shall cause notice of the meeting to be hand-delivered, sent prepaid by United States mail to the address of each Active Member or to any other mailing address designated in writing by the Active Member or, if the Association elects to send notice by electronic mail, sent by electronic mail to an electronic mail address designated by the Active Member from time to time. The notice of the meeting must state the time and place of the meeting and include a summary of the business, content or topic to be considered at the meeting.
5.02 NOTICE TO MEMBERS OF MEETING OF THE BOARD The President or the Secretary shall, not less than seven days before the date of a meeting of the Board, cause notice of the meeting to be given to each Active Member. Such notice must be: (i) sent prepaid by United States mail to the address of each Member or to any other mailing address designated in writing by the Active Member; (ii) if the Association elects to send notice by electronic mail, sent by electronic mail to an electronic mail address designated in writing by the Active Member from time to time; or (iii) any other method reasonably determined by the Board to provide such notice.Back to Top
Article VI - OFFICERS
6.01 OFFICERS The officers of the Association shall be a Chairperson, a President, a President Elect, a 1st Vice President, 2nd Vice President, a Secretary, a Treasurer, and a Parliamentarian. Officers must have previously served as directors on the Board of Directors. Any person may hold one or more offices, except the offices of President and Secretary may not be the same person. Officers (as provided herein) are elected by the vote of the Active Members in the same manner as Directors, as provided in Section 4.03; provided, however, that the Chairman of the Board, President and Parliamentarian shall not be elected by the Members. The then current standing President shall assume the office of the Chairman of the Board and the President-Elect shall assume the office of President. The Parliamentarian shall be appointed by the board of directors of the Las Vegas Hospitality Association Foundation, if any. If the Las Vegas Hospitality Association Foundation fails and/or refuses to appoint a Parliamentarian by the date designated by the Board for elections of officers, then the newly elected Board shall elect the Parliamentarian. All Officers shall serve for a period of two years, except the President-Elect, President and Chairperson of the Board, shall serve for a period of one year, commencing on January 1 next following their election, appointment or qualification and ending at December 31, or until their successors are elected and assume office. Officers can only hold two full consecutive terms for the same office. Any change in status of an officer as an Active Member for more than 90 days will immediately act as a resignation, disqualification and removal of such former Active Member as an officer. Except as otherwise provided herein, any vacancy occurring in any office of the Association, including any vacancy caused by death, resignation, disqualification or the failure of a director to qualify for membership in the Association for more than 90 consecutive days, removal or otherwise, shall be filled by the Board.
6.02 CHAIRPERSON OF THE BOARD The Chairperson of the Board shall act at the direction and pleasure of the President and: (i) shall act as advisor to the President and the Board, (ii) serve as an ex-officio member on such committees as appointed by the President; and (iii) act as liaison with other organizations and individuals outside of the Association; provided, however, the Chairperson will have no authority to contract on behalf of or otherwise bind the Association. The Chairperson shall not have a regular vote, but shall cast the tie-breaking vote in the event of on any deadlock on the Board.
6.03 PRESIDENT The President will be the highest ranking officer of the Association and shall have active management of the business of the Association. The President shall preside at meetings of the Association and the Board and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute on behalf of the Association all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board to some other officer or agent of the Association. A vacancy in the office of President will be filled in the following order of succession: (i) President-Elect; (ii) 1st Vice President; (iii) 2nd Vice President; (iv) such other Vice President in order of seniority. If the office of the President remains vacant, such vacancy will be filled by a majority vote of the Board. No person shall be eligible for the position of President unless and until they have served (within the prior two years) at least one full year on the Board.
6.04 PRESIDENT-ELECT The President-Elect shall oversee and assist with the fundraising efforts for special events and activities and such other and further duties as may be assigned by the Board. The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. Upon the completion of the term of the President, the President-Elect shall automatically (without election) succeed to the office of the President and shall assume all of the duties assigned to the President.
6.05 1ST VICE-PRESIDENT The 1st Vice President shall act and perform such duties and responsibilities as assigned by the Board, including management and responsibility for membership services and marketing. The 1st Vice President shall act and assume the duties of the President in the absence of the President and the President-Elect.
6.06 2ND VICE-PRESIDENT The 2nd Vice President shall act and perform such duties and responsibilities as assigned by the Board, including the location, presentation and implementation of programs for regular meetings. The 2nd Vice President shall act and assume the duties of the President in the absence of the President, President-Elect and 1st Vice President.
6.07 SECRETARY The Secretary shall act under the direction of the President. Subject to the direction of the President, the Secretary shall attend all meetings of the Board and all meetings of the Association and record the proceedings. As requested by the President or in the failure or absence of the President, the Secretary shall give, or cause to be given, notice of all meetings of the Board and all meetings of the Association, and shall perform such other duties as may be prescribed by the President or the Board.
6.08 TREASURER The Secretary shall act under the direction of the President. Subject to the direction of the President, the Secretary shall attend all meetings of the Board and all meetings of the Association and record the proceedings. As requested by the President or in the failure or absence of the President, the Secretary shall give, or cause to be given, notice of all meetings of the Board and all meetings of the Association, and shall perform such other duties as may be prescribed by the President or the Board.
- (a) The Treasurer shall act under the direction of the President. Subject to the direction of the President, the Treasurer shall have custody of the Association funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories and other institutions as may be designated by the Board. The Treasurer shall disburse the funds of the Association as may be ordered by the President or the Board, taking proper validation or corroboration for such disbursements, and shall render to the President and the Board, at its regular meetings, or when the Board so requires, an account of all transactions as Treasurer and of the financial condition of the Association. The Treasurer may not sign or issue any draft, check, note or other payment without the concurrence of The President, or in the failure, absence or unavailability of the President, the 1st Vice President; provided, further, however, that any payment or evidence of indebtedness requiring an approval must be signed by two officers. No person shall be eligible for the position of Treasurer unless and until they have served at least one full year on the Board.
- (b) If required by the Board, the Treasurer shall give the Association a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of such person’s office and for the restoration to the Association, in case of such person’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Association.
6.09 PARLIAMENTARIAN The Parliamentarian shall be appointed by the board of directors of the Las Vegas Hospitality Association Foundation, if any. If the Las Vegas Hospitality Association Foundation fails and/or refuses to appoint a Parliamentarian by the date designated by the Board for the election of officers or within 90 days after removal, disqualification, resignation or other vacancy in the office of the Parliamentarian, as applicable, then the newly elected Board shall elect the Parliamentarian. The Parliamentarian shall act as a liaison between the Board and the board of directors of the Las Vegas Hospitality Association Foundation. The Parliamentarian shall also assist the Board in conducting meetings. Such meetings may (but are not required) be conducted in accordance with the current edition of Roberts Rules of Order Newly Revised or such other version as adopted by the Board (“Roberts Rules of Order”). In no event will the failure to follow or adhere to Roberts Rules of Order be grounds to challenge or set aside any action of the Board or any committee otherwise properly ratified.
6.10 NO COMPENSATION FOR OFFICERS The officers of the Association shall not receive compensation for services rendered to the Association solely in their capacity as officers.
6.11 REMOVAL; RESIGNATION Except as otherwise specifically provided herein, the officers of the Association shall hold office at the pleasure of the Board. The Board may remove any officer elected or appointed by the Board at any time. Any vacancy occurring in any office of the Association by death, resignation, removal or otherwise shall be filled by the Board.Back to Top
Article VII - ARTICLE VII GENERAL PROVISIONS
7.01 REGISTERED OFFICE
- (a) The registered office of the Association shall be at such place as designated by the Board in Southern Nevada, Nevada.
- (b) The Association may also have offices at such other places both within and without Nevada as the Board may from time to time determine or the business of the Association may require.
7.02 ACCOUNTS; CHECKS; NOTES The Board may open accounts with tax exempt community chests/foundations (including the Las Vegas Hospitality Association Foundation, if any), banks and other financial institutions for the deposit of funds and such other activities as are necessary or appropriate for the operation of the Association and the establishment and protection of its tax exempt status. All checks or demands for money and notes of the Association shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.
7.03 FISCAL YEAR The Fiscal Year of the Association shall be fixed by resolution of the Board. The initial fiscal year shall be the calendar year.
7.04 CORPORATE SEAL The Association may have a corporate seal, as may from time to time be determined by resolution of the Board. If a corporate seal is adopted, it shall have inscribed thereon the name of the Association and the words “Corporate Seal” and “Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
7.05 BOOKS, RECORDS AND PAPERS OF THE ASSOCIATION Subject to the requirements of the Nevada Nonprofit Corporations Law, the Board shall, upon written request of a Member, make available the Governing Documents, membership list, resolutions and accounting records of the Association for review for any proper stated purpose during regular business hours. The provisions of this Section 7.05 do not apply to: (i) the personnel records of the employees of the Association; and (ii) the records of the Association relating to another Member.
7.06 LIMITATIONS ON ACTIVITIES Notwithstanding any other provisions of the Articles of the Bylaws, the Association shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code.
7.07 PROHIBITION AGAINST PRIVATE INUREMENT No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its member, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Association.
7.08 DISTRIBUTION OF ASSETS Upon the dissolution of the Association, its assets remaining after payment, or provision of payment, of all debts and liabilities of the Association shall be distributed for one or more exempt purposes consistent with the Articles of Incorporation, as may be amended from time to time, and the mission of the Association.Back to Top
Article VIII - INDEMNIFICATION
8.01 INDEMNIFICATION OF OFFICERS AND DIRECTORS, EMPLOYEES AND OTHER PERSONS Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person of whom that person is the legal representative is or was a director or officer of the Association or is or was serving at the request of the Association or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Association as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Association. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, provision of law or otherwise, as well as their rights under this Article IX.
8.02 INSURANCE The Board may cause the Association to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Association, or is or was serving at the request of the Association as a director or officer of another corporation, or as its representative in a 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 status, whether or not the Association would have the power to indemnify such person.
8.03 FURTHER BYLAWS The Board may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the laws of Nevada.Back to Top
Article IX - AMENDMENTS; RULES AND REGULATIONS
The Board, by a majority vote, may amend these Bylaws. The Board may establish such policies, procedures, rules and regulations, which are not inconsistent with these Bylaws, as may be necessary or appropriate to effectuate the implementation and operation of the Association.Back to Top