Constitution of the Las Vegas Hospitality Association

 

Article I - Name
Article II - Mission Statement
Article III - Membership
Article IV - Dues and Meeting Assessments
Article V - Meetings and Voting
Article VI - Board of Directors
Article VII - Duties of Officers
Article VIII - Amendments
Article IX - Disollution

 

Article I - Name

Section 1. Name: The name of this non-profit organization shall be Las Vegas Hospitality Association (LVHA), formerly known as Hospitality Sales and Marketing Association (HSMA).

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Article II - Mission Statement

Statement: The Las Vegas Hospitality Association is the premier organization in the Las Vegas community delivering a stimulating environment for industry leaders.

We are committed to achieving our goals by:

  • Attaining high professional standards.
  • Providing education and resource support to our membership.
  • Fostering relationships to channel ideas into action.
  • Creating a positive awareness within the Community.
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Article III - Membership

Section 1. Types of Membership: There shall be three (3) types of memberships as follows: Active, Student and Honorary Life.

Section 2. Active Members: a person primarily engaged IN THE HOSPITALITY INDUSTRY PROMOTING TOURISM, CONVENTIONS, SALES, MARKETING, TRAVEL AND OTHER industry endeavors may hold an active membership. Policies governing eligibility and participation of regular members shall be determined by the Board of Directors.

Section 3. Student Membership: Individuals actively enrolled in an academic program leading to qualification as a regular member. This class of membership shall not be open to individuals who otherwise qualify for regular membership.

Section 4. Honorary Life Members: Candidates for this prestigious honor will be nominated and approved by unanimous vote by The Board of Directors. Payment of annual dues and monthly meeting assessments will be waived, except in the case of special events. (Special events constitute surcharged functions). Voting privileges will not be extended although Honorary Life Members may nominate qualified active members for office, and participate in any and all events. A limit of one such honorary member may be accepted during any fiscal year after fifteen (15) years of active membership.

Section 5. Application for Membership: All applicants for membership shall complete and sign the appropriate form of application provided by LVHA and submit the application to LVHA.

Section 6. Admission of Members: Admission of all applicants for membership shall be in such a manner as the Board of Directors may determine.

Section 7. Severance of Affiliation: If a member in good standing terminates employment or association from an industry organization sponsoring their membership, the member shall have the privilege of continuing participation in LVHA's events and functions for a period of no longer than ninety (90) days, providing annual and monthly assessments are kept current. Active member (elected officer or otherwise) status shall be surrendered unless the member is re-employed within the hospitality industry within this ninety (90) day period.

Section 8. Proprietary Substitution: Memberships which are sponsored by an employer or organization remains with the sponsor. A sponsoring organization may substitute another qualified membership candidate for any active member whose employment or affiliation with the sponsor has terminated. Notification of such name change(s) must be made in writing prior to the next function. If the individual member pays dues, membership remains with that individual and is non-transferable.

Section 9. Expulsion of Members: The Board of Directors shall have the right to expel any member whose public conduct is detrimental or disruptive to the goals and purposes of the LVHA to include but not limited to any solicitation of members, misrepresentation in the industry, unethical business transactions, etc. Expulsion will only be considered after a full investigation and a report is presented to the member in question. He/she will be given ten (10) days to respond in writing to The Board of Directors. There will be no recourse of action or refund of dues.

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Article IV - Dues and Meeting Assessments

Section 1. Dues, Fees and Assessments: The Board of Directors shall establish membership dues, fees and assessments for all members.

Section 2. Monthly (Regular) Meeting Assessments: Monthly meeting assessments, as set by The Board of Directors, shall be determined in advance, of each monthly meeting or function, and assessed for all members who have RSVP'd and committed to attend the specific meeting or function.

Section 3. Manner of Payment: Annual dues shall be payable within thirty (30) days of receipt of invoice. The chapter fiscal year is from January 1st to December 31st. Monthly meeting assessments shall become due when a member or their representative RSVP's for a specific function. The member attending the event shall pay at the door. Unless the member cancels forty-eight (48) hours prior to the event he/she will be invoiced as a "no show".

Section 4. Delinquent Dues and Meeting Assessments: Any member who is delinquent in dues or meeting assessments beyond sixty (60) days is not a member in good standing. This member forfeits listing in the roster and becomes subject to being removed from the membership rolls by order of The Board of Directors. The delinquent member forfeits all rights and privileges of membership unless the member can show good cause to The Board of Directors. Members will be assessed fees for returned checks.

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Article V - Meetings and Voting

Section 1. Admission to Meetings: Admission to monthly meetings and The Board of Directors meetings shall be limited to members in good standing. Guests may be invited to the monthly (regular) meetings by members and must be accompanied by the member. A specific guest may attend no more than two (2) monthly meetings and/or special events per year.

Section 2. Annual Meeting: The Board of Directors will be installed in January and assume their duties of office at the following Board meeting.

Section 3. Monthly (Regular) Meetings: Regular meetings will be held on the fourth (4th) Thursday of every month or at the discretion of The President. The nominations for the Board shall be held in October. The annual meeting and election of officers shall be held each November.

Section 4. Notice of Meetings: Written notice of monthly (regular) membership meetings and the Annual Meeting shall be e-mailed or faxed to all members at least twenty-one (21) days prior to the date thereof.

Section 5. Voting: Each voting member shall have one (1) vote and may take part and vote in person or by proxy. Unless otherwise specifically provided by these bylaws, majority votes of those members present and voting shall govern. Mailed and faxed balloting shall be conducted in accordance with policies as approved by the Board of Directors and these bylaws.

Section 6. Voting by mail or fax: Proposals to be offered to the members for a mail or fax vote shall be approved by the Board of Directors. In a mail or fax vote, no less than one-third of all members eligible to vote shall cast a ballot to constitute a valid action, and a majority of those voting shall determine the action.

Section 7. Quorum: One-third of total number of members entitled to vote shall constitute a quorum for the transaction of business.

Section 8. Board Meetings: The Board of Directors shall meet monthly prior to the regular meeting or at the discretion of the President.

Section 9. Cancellation or Postponement of Meeting: The Board of Directors may cancel or postpone any annual or special meeting for cause.

Section 10. Rules of Order: At all meetings, including meetings of The Board of Directors, the most current edition of Robert's Rules of Order shall govern when it does not conflict with these bylaws or policies of LVHA.

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Article VI - Board of Directors

Section 1. Authority and Responsibility: The management of the affairs of the organization shall be vested in The Board of Directors. The Board of Directors shall have full power and authority to put into effect the resolutions and decision of the organization and act as necessary or advisable in connection therewith and shall exercise general supervision of the activities of the organization, including supervision of expenditures and operation of the Association.

Section 2. Composition: The Board of Directors shall consist of Chairman/Chairwoman of the Board, President, President Elect, 1st Vice President, 2nd Vice President, Secretary, Treasurer and six (6) Directors. The Parliamentarian and Assistants to the Board are appointed by the President. The Chairman/Chairwoman of the Board will vote only in case of a tie vote.

Section 3. Manner of Election and Term of Office: Officers shall be elected as prescribed by the policies adopted by The Board of Directors. Each elected officer shall serve a one-year term and can not be re-elected more than three consecutive times to the same office. No member of the Board of Directors who has served three consecutive terms shall be eligible for re-election to the same office until at least one year has elapsed. The term of duty shall be for the fiscal year following the annual meeting or until their installation of the succeeding board.

Section 4. Qualifications: Each elected officer must be actively engaged in, and devoting the major part of his/her time to the hospitality industry and, if he/she shall leave the hospitality industry for a period of ninety (90) consecutive days, a vacancy in his/her office shall thereby occur. The candidate for President Elect must have served on the Board a minimum of one (1) year as any active Officer.

Section 5. Board President: The President must have served one year on The Board of Directors as President Elect prior to serving as President. The Board of Directors shall appoint to fill any un-expired term.

Section 6. Quorum: A minimum of five (5) voting members of The Board of Directors shall constitute a quorum for the transaction of business at any of its meetings. A majority vote of the members of The Board of Directors attending any meeting thereof at which a quorum shall be present shall be necessary for the adoption of any motion.

Section 7. Voting: Voting rights of a Board of Directors member shall not be delegated to another nor exercised by proxy.

Section 8. Vacancies: Any vacancies, which may occur in The Board of Directors, shall be filled within thirty (30) days by nominations by a Board member, followed by a majority vote of The Board of Directors either at any board meeting or special meeting called for the purpose by the President or by mail or fax vote.

Section 9. Other Means of Transacting Business: The Board of Directors may transact business by mail, electronic or telephonic means as may be allowed by Nevada law and in accordance with policies as may be adopted by the Board of Directors.

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Article VII - Duties of Officers

Section 1. Chairman/Chairwoman of the Board: The Chairman/Chairwoman of the Board shall act as advisor to the President and The Board of Directors. The Chairman/ Chairwoman may also serve as ex-official member on all committees appointed by the President. Together with the President, the Chairman/Chairwoman shall be the official representative of the organization in all dealings with other organizations or individuals outside LVHA. The Chairman/Chairwoman of the Board shall have tie-breaking vote.

Section 2. The President: The President shall preside at all meetings of the organization and The Board of Directors. The President shall have general executive control of the affairs of the organization at such times, as The Board of Directors is not in session. Unless The Board of Directors shall appoint some other person or committee, the President together with the Chairman/Chairwoman, shall (subject to the direction or approval of The Board of Directors) be the official representative of the organization in all dealings with organizations or individuals outside the organization.

Section 3. President Elect: The President Elect, in the absence or disability of the President, shall perform the President's duties as necessary. His/her primary responsibility will be to oversee and assist with the fundraising efforts for charities, special events, and other chapter activities. He/she shall automatically assume the office of President for the succeeding year.

Section 4. 1st Vice President: The 1st Vice President shall act and perform the duties of the President in case of the inability of both the President and the President Elect. His/her primary responsibility will be overseeing all aspects of membership services and marketing. Duties include maintaining an 80% or higher annual membership renewal, a 5% increase of new members and tracking changes in the membership rosters.

Section 5. 2nd Vice President: The 2nd Vice President shall be responsible for the location and implementation of programs for monthly (regular) meetings. As such, he/she will oversee and assist the Directors as needed.

Section 6. Secretary: The Secretary shall be responsible for the proper and legal mailings of notices to members. He/she shall be responsible for e-mailing or faxing monthly meeting notices a minimum of twenty-one (21) days prior to the event. In addition, he/she is responsible for taking all minutes at the Board of Directors meetings and copies of minutes shall be sent to Board members no more than five (5) working days of said meeting.

Section 7. Treasurer: The Treasurer shall have the custody of the organization's funds, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the organization in such depositories as designated by Board of Directors. He/she shall maintain a current membership list based on annual dues collected and the changes submitted by the Vice President and the Board of Directors. This current list will be forwarded to the Secretary anytime changes occur. The Treasurer shall disburse the funds of the organization as may be ordered by The Board of Directors, taking proper receipts for such disbursements, and shall render to the President and The Board of Directors, at regular Board meetings, or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial condition of the organization. At the completion of each function the President or designated substitute will review attendance and funds. All funds will be deposited within twenty-four (24) hours of reception funds will be disbursed without explicit Board approval.

Section 8. Directors: There shall be a total of six (6) Directors. Directors will be required to serve as Co-Chairperson of at least one committee during the year and will be required to plan at least two monthly meetings. Their duties shall be at the direction of the President Elect and 2nd Vice President.

Section 9. Parliamentarian: The Parliamentarian, who will be appointed by the President, shall assist the President and Board of Directors in conducting membership and The Board of Directors meetings in accordance with Robert's Rules of Order. The Parliamentarian together with the Chairman of the Board shall run the Elections with Robert's Rules of Order.

Section 10. Special Assistant(s): The President may appoint one or more Special Assistants to conduct various business of the Chapter not covered under the responsibilities of any Official Office. The Special Assistant (s) may attend The Board of Directors meetings, but may not vote on any Board issues. The Special Assistant(s) shall serve from the time of appointment until the end of the fiscal year.

Section 11. Vacancy of Office: Should the office of President become vacant; the order of succession shall be A. President Elect, B. 1st Vice President, and C. 2nd Vice President. All other vacated offices will be filled by appointment of The Board of Directors.

Section 12. Resignation: Any member may resign by submitting a written resignation to the President but such resignation shall not relieve the member so resigning of the obligations to pay any dues, or other charges accrued but unpaid.

Section 13. Eligibility: All elected officials; appointees to the Board of Directors and members of The Board of Directors shall be active members in good standing.

Section 14. Removal from office: A member of the Board of Directors may be removed from office for cause by a three-fourths vote of the Board of Directors present at a regular board meeting or at a special meeting called for the purpose, provided that notice thereof shall be given in writing or via fax to the Officer at least ten (10) days prior to said meeting.

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Article VIII - Amendments

Section 1. This constitution may be amended with the approval of The Board of Directors and by a majority of the eligible members present at a regular monthly meeting.

Section 2. Any amendments to this constitution must be submitted in writing to the membership and The Board of Directors at least thirty (30) days prior to action being taken.

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Article IX - Disollution

Section 1. In the event of disillusion of this association, under the laws of incorporation, the association's assets remaining after payment of its just debts and other obligations shall be distributed, paid and delivered in equal amounts to, and become the property of, The Academy of Travel and Tourism at Valley School and the "Child of LVHA" scholarship fund.

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