This organization shall be known as the "Northeast Kingdom Travel and Tourism Association, Inc.," hereinafter referred to as the "Association."

The principal place of business shall be Island Pond, Vermont. The primary service region shall be the area of Vermont known as the "Northeast Kingdom" (Caledonia, Essex and Orleans counties). The Association will also provide services to Association members in areas adjacent to the Northeast Kingdom at the direction of the Board.

The Association shall be a non-profit corporation whose purpose is to promote and market the tourism attractions and unique products of the Northeast Kingdom, and to foster cooperation within the region so that promotion efforts are efficiently undertaken and result in improvements in the economy of the region. Should the Association be dissolved, whether voluntarily, involuntarily or by an act of law, the Board shall return to the State of Vermont any unobligated grant funds which might have been issued to the Association by the State and shall have the sole power to dispose of the remaining assets of the Association by a majority vote, provided that this disposition is restricted to non-profit charitable, educational, scientific or philanthropic organizations within the Northeast Kingdom.

The fiscal year of the Association shall be July 1 – June 30.

The Association membership shall be made up of: Barton Area Chamber of Commerce, Burke Area Chamber of Commerce, Danville Chamber of Commerce, Hardwick Area Chamber of Commerce, Island Pond Chamber of Commerce, Jay Peak Area Association, Lake Willoughby Chamber of Commerce, Lyndon Area Chamber of Commerce, Northeast Kingdom Chamber of Commerce, Vermont’s North Country Chamber of Commerce, Northeastern Vermont Development Association, Vermont products sector, cultural heritage sector, natural heritage sector, agricultural heritage sector, and recreation/skiing sector.

Any member of such organization or any person or business interested in the promotion of the region, whether or not a member of a participating organization, shall be welcomed and encouraged to participate, but shall not be entitled to vote. Newly formed chambers of commerce, business associations, or other organizations may become members upon a vote of approval of seventeen (17) or more by the Board. Upon the dissolution of any member organization, such organization shall cease to have representation in the Association.

There shall be no membership dues.

The number of representatives or alternates required to achieve a quorum at regular or special Board meetings shall be nine (9). In order for any member organization or sector to have voting privileges, at least one representative or alternate must have attended at least each of the previous two (2) regular Board meetings. At least five (5) members of the Executive Board, must be present in order for the Executive Board to conduct business. A majority of committee members, must be present in order for that committee to conduct business. All votes shall be by majority of those present, except as prescribed in Articles IV, VII and IX. Each representative, or in his/her absence an alternate, shall have one vote. No Board member shall be permitted to vote regarding use of Association funds to benefit him/herself or his/her business.

The Boards shall be made up of two (2) representatives and one (1) alternate from the member organizations and sectors listed in Article IV. The Board of the Association shall exercise the authority of the Association, be its policy making body, and conduct all business of the Association except such business as is assigned to the Executive Board or committees.

In addition to the powers set forth elsewhere in these bylaws, the Board shall have the power to:

Authorize an annual budget for the Association and any changes thereto.

Oversee the operation of the Association or prescribe operating procedures; and instruct or assign additional duties to the Association staff, Executive Board, Officers, Committees.

Authorize the expenditure of funds and enter into contracts for activities of the Association in excess of $3000.

Authorize the creation of staff positions.

Authorize an annual program of work and any changes thereto.

 

The officers, the immediate past President and the three (3) standing committee chairs shall constitute the Executive Board of the Association.

The Executive Board shall have the power to act for the Association in all matters listed below:

Recommend an annual budget for the Association, and any changes, to the Board for final approval.

Provide direction for the routine operation of the Association and assist the Association staff by reviewing administrative activities. Recommend rules and operating procedures for the Association to the Board for approval.

Authorize the expenditure of funds and enter into contracts for activities of the Association that are included in the approved annual budget and are not greater than $3000. Recommend expenditures of funds or initiation of contracts in excess of $3000 to the Board for approval.

Fill any Association staff positions, once creation of such positions has been approved by the Board.

Recommend an annual program of work for approval by the Board.

Evaluate accomplishments toward the annual program of work and report progress regularly to the Board.

Exercise such additional powers as the Board may grant from time-to-time.

Report to the Board on any actions or initiatives discussed in Executive Board meetings.

 

The Officers of the Association shall consist of a President, Vice President, Secretary and Treasurer. Officers shall be elected from a slate of candidates brought forward prior to the annual meeting by a nominating committee or nominated from the floor at the Association’s annual meeting from among its Board members. No part of the Association funds may be used to benefit any Officer or his/her business.

The President shall chair meetings of the Association, represent the Association in public, and perform such duties as may be assigned by the Board. The President shall be an ex-officio member of all committees. The President shall not have a vote on the Executive Board except in the case of a tie vote. The President shall notify the Vice President when he/she plans to leave the state for more than two (2) business days.

The Vice-President shall fulfill the role of the President in his/her absence.

The Secretary shall be responsible for providing notice of all regular Board and Executive Board meetings, taking minutes of regular Board meetings and the Executive Board, and distributing minutes as described below. The Secretary shall have the authority to delegate any part of her/his duties to Association staff or Board members upon approval of the Executive Board.

The Treasurer shall have the responsibility of the Association finances, and shall ensure that a record is kept of all receipts, and expenditures. The Treasurer shall prepare a monthly report to the Executive Board on the status of finances. The Treasurer shall have the authority to delegate any part of his/her duties to Association staff or Board members upon approval of the Executive Board.

Any one or more of the Officers may be removed with cause, at any time, by a two thirds vote of at least fifteen (15) members of the Board. If an Officer is no longer designated as a representative to the Association from his/her organization, then he/she will automatically be removed as an Officer of the Association and replaced as described below.

All terms of officers shall be for one (1) year beginning after the annual meeting at which they are elected and serve until the adjournment of the following annual meeting. There will be no limit to the number of consecutive terms an individual may be an Officer. If an Officer is unable to serve a full term, the President shall appoint a successor from the Board for the remainder of the term. If the President is unable to serve a full term, then the Vice President shall call a special meeting of the Board for the election of a new President.

There shall be three (3) standing committees of the Association and as many sub committees and ad hoc committees as is warranted. Ad hoc committees may be formed by the Board.

Standing committees shall be Finance, Marketing and Sales, and Social and Events. All committees shall elect their own chairpeople but that chair may not be an Association Officer and cannot be a chair of a sub committee of that committee. All Board members must volunteer to serve on at least one, but no more than two, of the standing committees. There is no limit to the number of ad hoc committees or sub committees for which a Board member may volunteer. A Board member may only chair two (2) subcommittees. The President may not chair any subcommittee. Other Officers may only chair one (1) sub committee.

The Marketing and Sales Committee shall be involved in activities including but not limited to public relations, the Association’s website and telephone service, lodging availability and reservation systems, the development of tour packages and promotions, and publications. The Social and Events Committee shall be involved in activities including but not limited to membership development, membership communication, and special events production. Responsibilities of the Finance Committee shall include but not be limited to the preparation and monitoring of the annual Association budget and fund development.

Any member of an organization or sector belonging to the Association may participate in any of the standing committees, subcommittees or ad hoc committees.

The Board and the Executive Board shall hold regular meetings to conduct the business of the Association. The Board shall hold regular meetings at least quarterly, one of which shall be the annual meeting in June to elect officers and approve the annual budget and annual program of work. The Executive Board shall hold at least six meetings per year. All Board and Executive Board meetings shall be open to the public and conducted under the spirit of Vermont Open Meeting Law guidelines. Written notice and agenda of all regular Board and Executive Board meetings shall be provided to Board members at least ten (10) days prior to the meeting. Special or emergency Board meetings or Executive Board meetings may be called by the President or upon the request of any four (4) Board members, provided that all Board members are notified in writing at least three (3) days in advance of such a meeting. The Executive Board may also hold special meetings by telephone.

The rules contained in the current version of Robert's Rules of Order shall govern the Association, its Board and committees in all cases to which they are applicable.

Minutes shall be kept of all Board and Executive Board meetings and these minutes shall be mailed to all Board members following each meeting. Standing committees, sub committees and ad hoc committees shall also keep minutes. One copy of all minutes shall be kept on file at the Association’s office.

ARTICLE VIII: INSTRUMENTS

All contracts and other documents shall by signed by the President or his/her designee, or, in the absence of the President, the Vice President. Checks, notes and drafts shall be prepared by the Treasurer and for amounts of $500 or less, shall be signed by any one (1) of the President, Vice-President or the finance committee chair in the name of the Association. For amounts of greater than $500, checks, notes and drafts shall be signed by any two (2) of the President, Vice President or finance committee chair.

These bylaws may be amended by a two-thirds vote of at least fifteen (15) representatives or alternates in good standing, provided that the amendment has been submitted in the notice of the regular or special Board meeting at which such vote occurs and has been discussed at the previous Board meeting.

If any provision of these bylaws is held invalid, the other provisions of the Association bylaws shall not be affected thereby.