TABLE OF CONTENTS
ARTICLE I. ASSOCIATION – PURPOSE AND LOCATION
SECTION 1.1 PURPOSE.
SECTION 1.2 LOCATION.
ARTICLE II. MEMBERSHIP
SECTION 2.1 ELIGIBILITY.
SECTION 2.2 EFFECTIVENESS OF MEMBERSHIP.
SECTION 2.3 TERMINATION OF MEMBERSHIP.
SECTION 2.4 LIFE MEMBERSHIP.
SECTION 2.5 MEMBERSHIP CARD.
SECTION 2.6 ASSOCIATE MEMBERSHIP.
ARTICLE III. DUES AND ASSESSMENTS
SECTION 3.1 DUES.
SECTION 3.2 INDEMNITY ASSESSMENTS.
SECTION 3.3 SPECIAL ASSESSMENTS.
SECTION 3.4 LIFE MEMBERSHIPDUES.
ARTICLE IV. MEMBERSHIP MEETINGS
SECTION 4.1 ANNUAL MEMBERSHIP MEETING.
SECTION 4.2 SPECIAL MEMBERSHIP MEETINGS.
SECTION 4.3 PLACE OF MEMBERSHIP MEETINGS.
SECTION 4.4 NOTICE OF MEMBERSHIP MEETINGS.
SECTION 4.5 DESIGNEES.
ARTICLE V. MEMBERSHIP VOTING
SECTION 5.1 VOTING.
SECTION 5.2 MAIL BALLOT.
SECTION 5.3 MAJORITY VOTE.
ARTICLE VI. BOARD OF DIRECTORS
SECTION 6.1 CONDUCT OF BUSINESS.
SECTION 6.2 COMPOSITION.
SECTION 6.3 EMEA, CANADA AND MEXICO NOMINATIONS.
SECTION 6.4 QUALIFICATIONS OF DIRECTORS.
ARTICLE VII. MEETINGS OF THE BOARD OF DIRECTORS
SECTION 7.1 ANNUAL MEETING.
SECTION 7.2 REGULAR MEETINGS.
SECTION 7.3 SPECIAL MEETINGS.
SECTION 7.4 CONFERENCE CALL MEETINGS.
SECTION 7.5 NOTICE OF MEETINGS.
SECTION 7.6 QUORUM; ACTION OF THE BOARD OF DIRECTORS.
SECTION 7.7 BOARD OF DIRECTOR ATTENDANCE.
ARTICLE VIII. OFFICERS
SECTION 8.1 OFFICERS; ELECTION AND TERMS OF OFFICE.
SECTION 8.2 CONDUCT OF BUSINESS - OFFICERS.
SECTION 8.3 CHAIRMAN.
SECTION 8.4 CHAIRMAN-ELECT.
SECTION 8.5 VICE CHAIRMEN.
SECTION 8.6 SECRETARY - TREASURER.
SECTION 8.7 IMMEDIATE PAST CHAIRMAN.
SECTION 8.8 PRESIDENT.
ARTICLE IX. EXECUTIVE COMMITTEE
SECTION 9.1 COMPOSITION.
SECTION 9.2 CONDUCT OF BUSINESS.
SECTION 9.3 MEETINGS.
ARTICLE X. ELECTION PROCESS - OFFICERS AND BOARD OF DIRECTORS
SECTION 10.1 NOMINATING COMMITTEE.
SECTION 10.2 PROCEDURE FOR NOMINATING AND ELECTING THE BOARD OF DIRECTORS.
SECTION 10.3 PROCEDURE FOR NOMINATING AND ELECTING THE OFFICERS.
SECTION 10.4 BOARD VACANCIES.
SECTION 10.5 TERM LIMITATIONS – BOARD AND EXECUTIVE COMMITTEE.
SECTION 10.6 REMOVAL OF OFFICIALS AND DIRECTORS; VACANCIES.
ARTICLE XI. COMMITTEES
SECTION 11.1 APPOINTMENT OF COMMITTEES.
SECTION 11.2 ATTENDANCE.
SECTION 11.3 TERM LIMITATIONS.
SECTION 11.4 COMMITTEE VACANCY.
ARTICLE XII. MISCELLANEOUS
SECTION 12.1 FISCAL YEAR.
SECTION 12.2 CORPORATION SEAL.
SECTION 12.3 AMENDMENT.
SECTION 12.4 NUMBER AND GENDER.
ARTICLE XIII. INDEMNIFICATION OF OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES
SECTION 13.1 INDEMNITY.
SECTION 13.2 IN ADVANCE.
SECTION 13.3 INDEMNIFICATION NOT EXCLUSIVE OF OTHER RIGHTS.
SECTION 13.4 INSURANCE.
BYLAWS
ARTICLE I.
ASSOCIATION – PURPOSE AND LOCATION
SECTION 1.1 PURPOSE.
These Bylaws for the IAHI, a Georgia non-profit corporation (hereinafter called the “Corporation” or “the Association”), are adopted in furtherance of the Articles of Incorporation of the Corporation, which was created for the purpose of developing and delivering an effective value proposition to franchisee and franchisor by working together to accomplish specific revenue-driving strategies, to organize and represent all owners and operators in all regions of the world and in all InterContinental Hotels Group (hereinafter called “IHG”) brands as listed in Section 2.1, and, through professional management, to lead the membership and participate in the greater financial success of its membership.
SECTION 1.2 LOCATION.
The principal office of the Corporation shall be located in DeKalb County, Georgia.
ARTICLE II.
MEMBERSHIP
SECTION 2.1 ELIGIBILITY.
Any person (which term as used in these Bylaws shall include a natural person, a partnership, a corporation, a management company, joint venture, or other entity) who is party to one or more license agreements or management agreements with IHG (or any other name that may be used from time to time) which shall include licenses with Holiday Inn, Holiday Inn Hotel and Suites, Holiday Inn Express, Holiday Inn Express and Suites, Holiday Inn SunSpree Resorts, Holiday Inn Garden Court, Holiday Inn Select, Crowne Plaza Hotels, Crowne Plaza Resorts, Hotel Indigo, Staybridge Suites Hotels, Candlewood Suites Hotels, and any other hotel brand authorized by the Corporation (collectively, the “InterContinental Hotels Group”) shall be eligible to be a member of the Corporation. IHG and each Affiliate owning, leasing, or operating one or more IHG properties shall each be eligible to be a member of the Corporation. For the purposes of these Bylaws, an “Affiliate” is a person who, directly or indirectly, controls, is controlled by, or is under common control with IHG.
SECTION 2.2 EFFECTIVENESS OF MEMBERSHIP.
Any person, including IHG and its Affiliates (as defined in section 2.1), shall become a member of the Corporation immediately upon payment of the then- current dues for all IHG brand hotels owned and/or operated by such person.
SECTION 2.3 TERMINATION OF MEMBERSHIP.
At the time a person, including IHG and each Affiliate (as defined in section 2.1), ceases to meet the requirements for eligibility for membership, its membership shall terminate immediately without abatement of any dues or other assessments payable prior to such termination.
SECTION 2.4 LIFE MEMBERSHIP.
The Board of Directors shall have the authority to extend life membership to individuals who, in its opinion, have distinguished themselves in the field of hotel operations and management, and who have made a valuable and unique contribution to the Corporation. Life membership shall not permit the holder thereof to vote at any time.
SECTION 2.5 MEMBERSHIP CARD.
Upon payment of a property’s annual IAHI membership dues, a membership card(s) will be issued. The membership card may be used for complimentary room nights at member hotels. Membership cards will only be issued upon receipt of all dues for all InterContinental Hotels Group (IHG) properties the members owns or operates. The rules and guidelines for usage of the membership card are determined by the Board of Directors from time to time and detailed in the IAHI Policy and Procedures Manual (hereinafter called the “Manual”) as defined in Section 6.1.
SECTION 2.6 ASSOCIATE MEMBERSHIP.
Any person (which term as used in these Bylaws shall include a natural person, a partnership, a corporation, or other entity) who desires a professional or business relationship with the Corporation may apply for membership, and, if approved in accordance with the Manual as defined in Section 6.1, may join the IAHI as an Associate Member. This Associate Member may participate in advertising and/or sponsorship activities of the Corporation. This is a non-voting membership that cannot hold any elected office in the Corporation. In addition, Associate Members are not eligible to receive any of the benefits, including IAHI membership cards, offered by the Corporation.
ARTICLE III.
DUES AND ASSESSMENTS
SECTION 3.1 DUES.
The dues of the Corporation shall be in such amount and shall be assessed in such a manner as may be determined by and adopted by a majority of the Board of Directors of the Corporation. The Manual, as defined in Section 6.1, details the dues schedules and guidelines.
SECTION 3.2 INDEMNITY ASSESSMENTS.
The Board of Directors shall impose such assessments as may from time to time be prudent to enable the Corporation to meet its obligations to indemnify its Directors, Committee Chairmen, members, and Officers and to purchase such insurance as is necessary to provide for such indemnification. Indemnity assessments need not be approved by the membership.
SECTION 3.3 SPECIAL ASSESSMENTS.
Any assessments, except as provided in Section 3.2 of these Bylaws, shall be in such amount, and shall be assessed in such a manner as may be recommended from time to time by the Board of Directors of the Corporation and adopted by a two-thirds majority of the votes cast by mail ballot of the membership.
SECTION 3.4. LIFE MEMBERSHIP DUES.
A person holding life membership in the Corporation shall not thereby become liable for the payment of dues or assessments.
ARTICLE IV.
MEMBERSHIP MEETINGS
SECTION 4.1 ANNUAL MEMBERSHIP MEETING.
A meeting of the membership of the Corporation may be held annually for the consideration of such matters as the Board of Directors may determine to bring before the membership. The annual meeting shall be held on such date as shall be fixed by the Board of Directors. Any meeting may also be held telephonically or by such other method as determined by the Board of Directors.
SECTION 4.2 SPECIAL MEMBERSHIP MEETINGS.
Special meetings of the members of the Corporation may be called at any time by a majority of the Board of Directors.
SECTION 4.3 PLACE OF MEMBERSHIP MEETINGS.
Meetings of the members of the Corporation may be held in or outside Georgia at the time and place specified by a majority of the Board of Directors.
SECTION 4.4 NOTICE OF MEMBERSHIP MEETINGS.
Written notice of each meeting of the membership of the Corporation shall be given to each member except that no notice of an adjourned meeting need be given except where required by law. Each notice of a meeting shall be given personally, by mail or by electronic communication, not less than 30 nor more than 60 days before the meeting, and shall state the time and place of the meeting, and shall state the purposes for which it is called. If mailed, notice shall be considered given when mailed to a member at its address on the Corporation’s records.
SECTION 4.5 DESIGNEES.
Any member who is not a natural person may designate one of its principal stockholders, Officers, partners, or other executive employees to attend a membership meeting and otherwise act on its behalf. Written evidence of the identity of the designee shall be furnished to the Secretary-Treasurer of the Corporation if so requested.
ARTICLE V.
MEMBERSHIP VOTING
SECTION 5.1 VOTING.
Each member in good standing (other than life members and Associate Members) at any meeting of the membership of the Corporation shall be entitled to one (1) vote for each IHG brand hotel for which the member pays dues. IHG and each Affiliate shall together be entitled to one (1) vote for each property for which the company pays dues. In no event shall there be more than one (1) vote for each property. In cases of controversy, the Board of Directors of the Corporation shall determine the party or parties that are entitled to vote for any property. The rulings of the Board on such matters shall be final.
SECTION 5.2 MAIL BALLOT.
In the event voting is conducted by mail ballot, proposition(s) submitted for vote shall be deemed to be approved unless the Corporation receives negative responses from a majority of voting members. Failure to respond to a mail ballot by the specified voting deadline shall be counted as an affirmative vote approving the proposition(s) submitted for vote.
SECTION 5.3 MAJORITY VOTE.
Except as otherwise provided by law or by these Bylaws, a majority of the votes cast at a meeting or such other voting method as determined by the Board of Directors shall be deemed to be the action of the membership.
ARTICLE VI.
BOARD OF DIRECTORS
SECTION 6.1 CONDUCT OF BUSINESS.
The business affairs of the Corporation shall be managed under the direction of the Board of Directors. The Board shall have the power and duties necessary for the administration of the affairs of the Corporation and may conduct all such activities as are not prohibited by law, the Articles of Incorporation or these Bylaws. The Board of Directors may from time to time establish operating policies and procedures that shall be set forth in the“IAHI Policy and Procedures Manual” (hereinafter referred to as “The Manual”); said policies and procedures shall be maintained in the official records at the offices of the Corporation. This official record shall be termed the IAHI Policy and Procedures Manual. The Manual may be amended from time to time as needed by the Officers of the Corporation.
SECTION 6.2 COMPOSITION.
The Board of Directors of the Corporation consists of twenty-one (21) voting Directors and may be increased up to twenty-three (23) voting Directors pursuant to Section 6.2(i).
The voting Directors will be comprised of seventeen (17) members as described in items (b) – (e) and four (4) members as described in items (f) – (i). The terms of the Directors may be staggered as provided in the IAHI Policy and Procedures Manual.
The seventeen (17) voting Directors shall be nominated by the Nominating Committee and elected by the members as provided in Section 6.3 and Section 10.2. These seventeen (17) are detailed as follows:
(b) One (1) voting Director shall be a current IHG franchisee in good standing from the Europe, Middle East and Africa (“EMEA”) region and elected by the membership pursuant to Section 6.3 and Section 10.2 hereof.
(c) One (1) voting Director shall be a current IHG franchisee in good standing from the Mexico region and elected by the membership pursuant to Section 6.3 and Section 10.2 hereof.
(d) One (1) voting Director shall be a current IHG franchisee in good standing from the Canada region and elected by the membership pursuant to Section 6.3 and Section 10.2 hereof.
(e) Fourteen (14) voting Directors shall be nominated and elected by the membership pursuant to Section 10.2.
In addition, four (4) voting Directors shall receive their appointments as follows:
(f) Two (2) voting Directors shall be appointed by IHG from the ranks of the IHG Americas Operating Committee to serve a one-year term. Up to three (3) additional Directors may be appointed by IHG from the ranks of the IHG Executive Committee to serve a one-year term. These Directors will assume office at the last Board of Directors meeting of the fiscal year with the newly elected Board of Directors. IHG may designate any two (2) of the five (5) Directors to be voting Directors at any meeting.
(g) One (1) voting Director shall be the Chairman of the IAHI Past Chairmen’s Council. At least 30 days before the last meeting of the fiscal year of the Board of Directors, the Past Chairmen’s Council, which is composed of all Past IAHI Chairmen who have current ownership in an IHG brand hotel and who are current on all of their hotels’ IAHI dues, shall elect from the ranks of the Council a Chairman to serve a two-year term. The election process is outlined in the Manual. The Chairman position shall require a one-year hiatus before an individual may be re-elected to that position. The Chairman shall become a voting member of the Board of Directors of the Corporation.
(h) One (1) voting Director shall be the Immediate Past Chairman of the Corporation, who shall also serve as an Officer for one-year following his/her chairmanship.
Additional voting Directors may receive their appointment as follows:
(i) Up to two (2) voting Directors may be appointed by the Chairman of the Board to serve a one-year term during the Chairman’s term of office.
The following shall be ex-officio members of the Board of Directors:
(j) The IAHI President and Chief Operating Officer (hereinafter referred to as “the President”) shall be an ex-officio member of the Board.
(k) The Chairman of the IAHI Latin America Committee shall be an ex-officio member of the Board.
(l) The members of the Past Chairmen’s Council shall be ex-officio members of the Board of Directors.
SECTION 6.3 EMEA, CANADA AND MEXICO NOMINATIONS.
The nominees forthe Directors described in Section 6.2 (b), (c), and (d) shall come from the respectiveregions’ Committees and the nominations shall be conducted in such fashion as approved by the Board of Directors. The policy for such nomination for each region shall be outlined in the Manual.
In the event a member from EMEA, Canada, or Mexico, as described in Section 6.2 (b), (c), and (d), shall hold an Officer’s position pursuant to Section 10.3, then such member shall no longer be considered a Director pursuant to Section 6.2 (b), (c) and (d), and the Corporation shall nominate a new representative from that region pursuant to this Section 6.3 and these Bylaws.
SECTION 6.4 QUALIFICATIONS OF DIRECTORS.
The following natural persons shall be eligible to be nominated by the Nominating Committee and elected by the members as Directors pursuant to Section 6.2 of these Bylaws: a member in good standing pursuant to Section 2.2 (other than an Associate Member or a life member), and a designee, appointed in accordance with Section 4.5 of these Bylaws, of a member in good standing (other than IHG, an Affiliate, an Associate Member or a life member) which is not a natural person.
ARTICLE VII.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 7.1 ANNUAL MEETING.
The annual meeting of the Board of Directors shall be held without notice at the last Board Meeting of the fiscal year for the purpose of election of Officers and consideration of other matters. In the event the annual meeting is not held, the Board of Directors may conduct the election of Officers by mail ballot.
SECTION 7.2 REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held at least twice each year.
SECTION 7.3 SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by the Chairman or a majority of the Directors then in office. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.
SECTION 7.4 CONFERENCE CALL MEETINGS.
Conference calls will be permitted for Board of Directors meetings so long as appropriate notice has been given, and so long as all members of the Board of Directors can hear each other during relevant debate. Voting during a conference call meeting of the Board is permitted on issues that can normally be voted on at a duly called meeting provided a majority of the Board of Directors is on the call. A conference call Board vote must be followed by a written poll vote.
SECTION 7.5 NOTICE OF MEETINGS.
Notice of the time and place of each regular and special meeting of the Board of Directors, and in the case of a special meeting, of the purpose or purposes for which the meeting is called, shall be given to each Director by mail, fax or email to his/her designated place of business at least five days before the meeting. Notice of any meeting may be waived in writing before or after the meeting.
The attendance of any Director at a meeting shall constitute a waiver of notice by that Director except when the Director attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned meeting need not be given if the time and place are announced at the meeting at which the adjournment was taken.
SECTION 7.6 QUORUM; ACTION OF THE BOARD OF DIRECTORS.
A majority of the Board of Directors (more than half of the voting Directors) shall constitute a quorum for the transaction of business at any meeting. The vote of a majority of the Directors present and voting shall constitute the action of the Board of Directors if there is a quorum present. In the absence of a quorum, a majority of the Directors present may adjourn any meeting from time to time until a quorum is present.
SECTION 7.7 BOARD OF DIRECTOR ATTENDANCE.
The office of any Director who shall be absent from two consecutive meetings of the Board of Directors (other than special meetings) may thereupon be declared vacant by a vote of a majority of the Board of Directors.
ARTICLE VIII.
OFFICERS
SECTION 8.1 OFFICERS; ELECTION AND TERMS OF OFFICE.
The Officers of the Corporation shall be the Chairman, the Chairman-Elect, the two Vice Chairmen, the Secretary-Treasurer, the Immediate Past Chairman and the Chairman of the Past Chairmen’s Council. The President shall be an ex-officio member of the Officers in the event of any Officers’ meeting.
SECTION 8.2 CONDUCT OF BUSINESS - OFFICERS.
The Officers shall be responsible for administrative oversight of the IAHI.
SECTION 8.3 CHAIRMAN.
The Chairman of the Board shall be the principal official of the Corporation and shall, subject to the control of the Board of Directors, have general supervision over the affairs of the Corporation. The Chairman shall preside at all meetings of the Board of Directors and shall cast the deciding vote in the case of a tie. The Chairman shall appoint all standing Committees and special Committees as needed. In addition, the Chairman shall have other powers and duties as the Board of Directors or these Bylaws may prescribe. In the absence or disability of the Chairman, the Chairman-Elect shall assume the Chairman’s duties. In the absence of the Chairman and the Chairman-Elect, the Board of Directors shall designate a replacement to assume the duties of the Chairman from among the other Officers.
SECTION 8.4 CHAIRMAN-ELECT
The Chairman-Elect shall have such powers and duties as the Board of Directors or the Chairman may assign.
SECTION 8.5 VICE CHAIRMEN.
There will be two Vice Chairmen who shall have such powers and duties as the Board of Directors or the Chairman may assign.
SECTION 8.6 SECRETARY-TREASURER.
The Secretary-Treasurer shall be responsible for directing the President and the IAHI Staff on the following:
(a) maintaining the minutes of all meetings of the membership and of the Board of Directors,
(b) giving notice of all meetings of the membership and of the Board of Directors,
(c) keeping the seal of the Corporation, and when authorized, applying it to any instrument requiring it.
The Secretary-Treasurer shall have other such powers and duties as may from time to time be prescribed to him/her by the Chairman, the Board of Directors, or these Bylaws.
SECTION 8.7 IMMEDIATE PAST CHAIRMAN.
The Immediate Past Chairman shall serve as an Officer of the Board of Directors and shall have such powers and duties as the Board of Directors or Chairman may assign.
SECTION 8.8 PRESIDENT.
The President shall be the Chief Operating Officer of the Corporation and shall serve as an advisor to the Chairman and the Board of Directors. The President shall be a non-voting member of the Board of Directors and all Committees. The President shall have such other powers and duties as from time to time may be prescribed to him/her by the Chairman, the Board of Directors, the Officers, or these Bylaws. The President shall be responsible for the day-to-day operation of the Association [Corporation?] and shall be an employee of the Association.
ARTICLE IX.
EXECUTIVE COMMITTEE
SECTION 9.1 COMPOSITION.
The Executive Committee of the Board of Directors shall consist of the Officers of the Board of Directors as referenced in Section 8.1 and the two voting IHG Americas Directors referenced in Section 6.2 (f). The President shall be an ex-officio member of the Executive Committee.
SECTION 9.2 CONDUCT OF BUSINESS.
The Executive Committee shall have the power and be charged with the duty to act in the absence of the Board of Directors between meetings of the Board of Directors. The Executive Committee shall have and may exercise all the delegable powers of the Board to the extent not expressly prohibited by Georgia law pertaining to non-profit corporations, provided, however, that the Executive Committee shall not take any action contrary to any specific action or direction of the Board of Directors.
SECTION 9.3 MEETINGS.
Executive Committee meetings may be called at any time by the Chairman. A minimum 24-hour notice is required for all Executive Committee meetings, except those Executive Committee meetings that precede or follow a regularly scheduled Board meeting by 24 hours. The Chairman is the presiding Officer at the Executive Committee meeting. The Executive Committee may meet in person or by conference call. A quorum, for the purpose of an Executive Committee meeting, shall be a minimum of five (5) members present comprised of at least half of the Officers described in Section 8.1 and at least one voting IHG Director described in Section 6.2 (f).
ARTICLE X.
ELECTION PROCESS - OFFICERS AND BOARD OF DIRECTORS
SECTION 10.1 NOMINATING COMMITTEE.
A Nominating Committee, consisting of seven (7) members, shall select nominees for Directors and Officers for the coming fiscal year. The Chairman, Chairman-Elect, and Immediate Past Chairman of the Corporation shall comprise the initial members of the Nominating Committee. They shall together select four (4) additional members, consisting of three (3) Board Members who shall not be eligible for re-election and one (1) Past Chairman, which seven individuals shall constitute the Nominating Committee. This Nominating Committee shall be appointed prior to each duly scheduled election. The Immediate Past Chairman shall be the Chairman of the Nominating Committee.
SECTION 10.2 PROCEDURE FOR NOMINATING AND ELECTING THE BOARD OF DIRECTORS.
The procedure for nominating and electing the Board of Directors shall be as follows:
(a) The Board of Directors shall set the date for the election, which must occur prior to the end of each fiscal year.
(b) At least 90 days prior to the election, the Nominating Committee shall solicit nominations from the Membership for each position on the Board of Directors that must be filled because of vacancy or the expiration of a Director’s term. In addition, the Nominating Committee shall receive nominations for the positions described in Section 6.2 (b), (c), and (d) in accordance with Section 6.3 hereof. Any member (other than Associate Members and life members) in good standing may submit nominations to the Nominating Committee. The nominations must be submitted in writing at least 45 days prior to the election and must include the identity of the member making the nomination and the identity of the proposed nominee.
(c) The Nominating Committee shall select a nominee for each open Board position. The Nominating Committee shall determine who, in the Nominating Committee’s best judgment, will best serve the Corporation. (See Qualifications of Directors, Section 6.4).
(d) The Nominating Committee shall provide a report describing its slate of nominees to the Board of Directors and to the membership for review at least 30 days prior to the election.
(e) Within ten (10) days following the date the Nominating Committee’s report is published, members may submit alternate nominees for Board positions by providing written nominations to the Nominating Committee identifying the alternate nominees and the individuals whom the alternate nominees are challenging. Each nomination must be signed by members who collectively hold at least 15% of the total votes of the membership, determined pursuant to Section 5.1, and the nominees must qualify to serve as Directors pursuant to Section 6.4.
(f) If no alternate nominees are nominated by the members pursuant to paragraph 10.2 (e) above, then the slate of nominees selected by the Nominating Committee shall be elected by acclamation of the membership.
(g) If an alternate nominee has been nominated by the members pursuant to paragraph 10.2 (e) above, then an election shall be held by mail ballot, which shall be submitted to the members at least 10 days prior to the date of the election, and which must be received by the Corporation by the election date. Each position shall be subject to a separate vote, so the number of votes cast by each member shall equal the member’s total votes pursuant to Section 5.1. The nominee for each position receiving the highest number of votes shall be elected to fill such position. The vote (s) of any Member failing to return his/her mail ballot by the election date shall be treated as a vote(s) in favor of the nominees nominated by the Nominating Committee.
SECTION 10.3 PROCEDURE FOR NOMINATING AND ELECTING
THE OFFICERS.
The Nominating Committee shall nominate the Board Officers. The Nominating Committee shall investigate and seek out candidates and secure their consent to serve for the various offices if nominated. These candidates will be submitted to the Board with the recommendation that they be elected to the offices of the Corporation, all in accordance with the terms and conditions set forth in these Bylaws. The Committee shall commence to function in this capacity prior to the duly scheduled election (but shall not complete its report until the completion of the report on the nomination of Directors) and shall make its report to the newly elected Board at the last meeting of the fiscal year for its consideration in electing Officers for the ensuing year.
The Board of Directors shall elect the Officers from among its membership for a one-year term commencing at its last meeting of the fiscal year, except that the Chairman-Elect, elected at the previous election, shall automatically become the Chairman. The other elected Officers shall hold office until the next election. The Chairman shall not be eligible for a second consecutive full term and may not serve more than two full terms in total (not including the unexpired term of a Chairman who could not fulfill his/her term).
In order to remain an Officer of the Corporation, Officers must be elected to the position of Chairman-Elect within four years of being elected as an Officer. To be elected Chairman, a member must serve as an Officer for a minimum of two years, serving in one of those years as the Secretary-Treasurer. If the Chairman-Elect’s Board term is expiring at the end of the fiscal year at which he/she is to become Chairman, his/her Board re-election will be automatic.
SECTION 10.4 BOARD VACANCIES.
Any vacancy on the Board of Directors shall be filled with an appointment by the Chairman that must be approved by the Board of Directors. Any appointment under this Section 10.4 shall be only for the unexpired portion of the vacancy position. Any further term consideration shall be determined by the Officers of the Corporation. In the event of a vacancy of a Director appointed by IHG, IHG will fill this vacancy as soon as practicable. In the event of a vacancy of a Director who is sitting as Chairman of the Past Chairmen’s Council, the Past Chairmen’s Council will fill that vacancy as soon as practicable.
SECTION 10.5 TERM LIMITATIONS – BOARD AND
EXECUTIVE COMMITTEE.
Board Members shall initially be elected to serve one (1) two-year term as a general Board member. A Board member may be re-elected, pursuant to Sections 10.2 or 6.3 hereof, to serve a second consecutive two-year term (no more than four (4) consecutive years in total) after which he/she is ineligible for re-election to the Board for a one-year period unless he/she is elected to serve as an Officer. At the conclusion of service as an Officer, that individual is ineligible to be a Director for a minimum of one year unless that individual is in the middle of a two-year term, in which case he/she may, at his/her option, remain a Director to serve out the balance of his/her elected term.
All Directors elected as outlined in Section 6.2 (b), (c), and (d) may have term limitations amended as approved by a majority of the Board of Directors.
SECTION 10.6 REMOVAL OF OFFICERS AND DIRECTORS; VACANCIES.
Any Officer or Director of the Corporation may be removed from office, with or without cause, by a vote of two-thirds of all members of the Board of Directors serving at the time. A vacancy in any executive office, except for the Chairman, shall be filled for the unexpired term by appointment of the Chairman from the membership of the Board of Directors with the approval of the Board of Directors. In the case of a vacancy in the Chairmanship, the Chairman-Elect will automatically assume the position of Chairman.
ARTICLE XI.
COMMITTEES
SECTION 11.1 APPOINTMENT OF COMMITTEES.
The Chairman of the Board and President shall together [?] appoint such administrative committees, standing committees, project committees and task forces (collectively “Committees”), except as to those referred to in Sections 10.1, 10.2, and 10.3, as they deem necessary to fulfill the purposes of the Corporation. Such Committees shall report to the Board of Directors and operate under the authority and power delegated to them by the Board of Directors and these Bylaws. The Committees, along with any operating details concerning Committee procedures, are detailed in the Bylaws Policy and Procedures Manual.
SECTION 11.2 ATTENDANCE.
Any Committee member who misses two meetings during one fiscal year may not be eligible for membership on that Committee the following year.
SECTION 11.3 TERM LIMITATIONS.
Committee members are appointed for one-year terms and may serve up to a maximum of three consecutive terms on any one Committee. If, however, a member is appointed Chairman or Vice-Chairman of a Committee of which he is a member, he may serve up to two years in each of those capacities.
SECTION 11.4 COMMITTEE VACANCY.
Any vacancy on a Committee may be filled for the remaining portion of the Committee member’s term by the Chairman of the Board.
ARTICLE XII.
MISCELLANEOUS
SECTION 12.1 FISCAL YEAR.
The fiscal year of the Corporation shall be determined by the Board of Directors.
SECTION 12.2 CORPORATION SEAL.
The Board of Directors shall adopt a corporation seal, which shall be in the form of a circle and shall contain the Corporation’s name and the year and state in which it was incorporated.
SECTION 12.3 AMENDMENT.
These Bylaws may be altered, amended, or repealed at any meeting of the Board of Directors with approval of a two-thirds majority vote of the Board of Directors.
SECTION 12.4 NUMBER AND GENDER.
As used herein, the singular and plural each includes the other, the masculine, feminine and neuter each include the others, and these Bylaws shall be read accordingly when required by the facts.
ARTICLE XIII.
INDEMNIFICATION OF OFFICERS, DIRECTORS,
AGENTS, AND EMPLOYEES
SECTION 13.1 INDEMNITY.
In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, seeks indemnification from the Corporation against expenses, including attorneys’ fees (and in the case of actions other than those by or in the right of the Corporation, judgments, fines, and amounts paid in settlement), actually and reasonably incurred by him/her in connection with such action, suit, or proceeding by reason of the fact that such person is or was an Officer, employee, Director, or agent of the Corporation, or is or was serving at the request of the Corporation as an Officer, employee, Director, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine, or cause to be determined, in the manner provided under Georgia law, whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.
SECTION 13.2 IN ADVANCE.
The Corporation shall be permitted to pay for or reimburse the reasonable expenses incurred by a Director, Officer, agent, or employee who is a party to a proceeding described in Section 13.1 above in advance of final disposition of the proceeding. Such payment or reimbursement shall be made in the Corporation’s sole discretion and on such terms and conditions that the Corporation may determine, to the extent permitted by Georgia law.
SECTION 13.3 INDEMNIFICATION NOT EXCLUSIVE OF OTHER RIGHTS.
The indemnification provided in Section 13.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or Bylaws, or any agreement, vote of members or disinterested Directors, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
SECTION 13.4 INSURANCE.
To the extent permitted by Georgia law, the Corporation must purchase and maintain insurance on behalf of any person who is or was an Officer, employee, Director, or agent of the Corporation, or is or was serving at the request of the corporation as an Officer, employee, Director, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise.