ARTICLE I – NAME
The name of this non-profit corporation shall be “The Greater Minneapolis Hotel Association”, hereinafter referred to as the “Association”.
ARTICLE II – PURPOSE
The purpose of the Association is to promote the business and economic well-being of its members by providing its members the benefit of discussion and cooperation concerning matters of common interest in the operation of hotels and similar businesses within the Twin Cities seven-county metropolitan area. To the extent allowed by law and consistent with anti-trust law, the Association may pursue cooperative efforts for legislation, taxation, employment, labor relations and all other matters of public interest which further its purposes
The Association is and shall at all times conduct its business to remain a nonprofit corporation in accordance with Minnesota law.
ARTICLE III – PRINCIPAL PLACE OF BUSINESS
The principal offices of the Association shall be within the Twin Cities seven-county metropolitan area.
ARTICLE IV – MEMBERSHIP
Section 1: The members of this Association shall be persons, firms or corporations, who own, operate, or manage hotels located in the Twin Cities seven-county metropolitan area, and persons, firms, or corporations, who are not engaged in the hotel business but whose interests are closely related thereto, or who desire to be served and/or benefited by the Association’s activities. There shall be the following three classes of members:
A. Active Members
Persons, firms, or corporations directly engaged in the hotel business in the Twin Cities seven-county metropolitan area.
Persons, firms or corporations engaged in the Twin Cities seven-county metropolitan areain the operation of hotels and other such business engaged primarily in providing lodging for transients, are deemed to be hotel business for the purpose of these By-Laws, providing they are operating under proper licenses and otherwise qualified for membership in the Association.
Active members shall have the sole voting right in the Association’s organizational affairs and shall be subject at all times to the provisions of the Articles of Incorporation, these By-Laws, and codes of conduct and ethics now existing or hereinafter enacted. Each hotel, as defined in the numbered paragraphs above, shall be entitled to but one vote.
B. Honorary Members
Active members of long standing who have retired from the hotel business, as defined above, but whose interests remain with the hotel business or who desire to serve in an honorary capacity.
C. Allied Members
Persons, firms, or corporations who are engaged in the hotel business, as defined above, but whose hotels are located outside the Twin Cities seven-county metropolitan area. Allied members shall not have the right to vote, except on matters specifically submitted to them by the Officers. Allied members shall conform to all applicable provisions of the Articles of Incorporation, these By-Laws, and codes of conduct and ethics now existing or hereinafter enacted.
D. Associate Members
Persons, firms, or corporations who are not engaged in the hotel business but whose interests are closely related thereto, or who desire to be served and/or benefited by the Association’s activities located within the Twin Cities seven-county metropolitan area. Associate members shall not have the right to vote, except on matters specifically submitted to them by the Officers. Associate members shall conform to all applicable provisions of the Articles of Incorporation, these By-Laws, and codes of conduct and ethics now existing or hereinafter enacted.
Section 2: No person, firm or corporation shall become an active, honorary, allied or associatemember of the Association unless and until approved for such membership by a vote of a majority of the officers and unless the applicant is qualified for membership in accordance with the provisions of the Articles of Incorporation and these By-Laws. The applicant must be sponsored by an active member of the Association and voted into membership by a majority vote of the active membership.
Section 3: Any active, honorary, allied or associate member may be expelled, suspended, or otherwise disciplined for cause, by the Officers. Violation of the provisions of the Articles of Incorporation, these By-Laws, established codes of conduct or ethics, or other action deemed inimical to the purposes of the Association and harmonious relations among the membership shall constitute cause for such disciplinary action.
No such action shall be taken without first affording the member an opportunity for hearing before the Officers, with right of representation by counsel at the member’s own expense, and after not less than five days prior written notice reasonably informing the member of the charges against it. Honorary, allied and associate members may be expelled, suspended, or otherwise disciplined by the Officers with or without cause. The decision and action of the officers shall be final and binding in all cases and neither the Association, the Officers, nor any member, thereof, shall be liable to any director or member for action taken under this Section 3 when taken in the best judgment of the Association, its members or directors.
ARTICLE V – MEETINGS OF THE MEMBERS
Section 1: The annual meeting of the Association shall be held on the second Thursday of February, at such time and place as the Officers shall designate.
Section 2: Regular meetings of the members shall be held in accordance with a schedule to be determined by the officers.
Section 3: Such meetings of the members may be called by the President or in his/her absence, by the Vice President, or by written notice to the Executive Director, signed by five or more members of the Association.
Section 4: Wherever these By-Laws refer to members of the Association, it shall mean active members of the Association in good standing. A member shall be in good standing only if, at any time, it asserts the right of a member, the member has paid all dues and assessments against it, and is not under suspension.
Section 5: Written notice of each meeting of the members, stating the time, place, and in the case of a special meeting, the purposes, shall be given by mailing, e-mailing or faxing the same not less than three days prior to such meeting, to each active member, provided, however, that such notice shall be deemed waived by actual attendance at a meeting or may be waived in writing either before or after such meeting. In instances where a question of special assessment is to be brought before any meeting, notification of such meeting with statement of proposed special assessment must be mailed to the membership not less than two weeks prior to such meeting.
Section 6: Each active member shall be entitled to one vote, and any action by the members shall be by majority vote of those present, in person or by written proxy, unless otherwise provided. In no case shall any one business have more than one vote.
Section 7: A one third (33%) of the active members shall constitute a quorum at any meeting of the members. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
ARTICLE VI – OFFICERS
Section 1: The governing body of this Association shall be the officers elected by the active members.
Section 2: The officers of this Association shall be a President, Vice President, and Treasurer.
Section 3: The Officers of this Association shall be nominated from the active members during October, elected by secret ballot vote during October, results of the vote presented at the December meeting, and installation following said meeting.
Section 4: The Officers thus elected shall hold their respective positions for two years or until their successors have been duly elected, to become effective, January 1.
Section 5: In the event of any vacancy in the office of Vice President or Treasurer on account of death, resignation, disqualification or any other cause, the remaining Officers, by an affirmative vote of a majority thereof, may elect a successor to hold office for the un-expired term of the Officer whose place shall be vacated, and until election and qualification of his/her successor. In the case of a vacancy in the office of President, the Vice President shall become President of the Association; his/her office shall be filled by the above mentioned procedure.
Section 6: The Officers shall have the function and authority to approve or disapprove all applications for active and allied membership in this Association, and to remove, suspend, or disaffiliate any member from membership.
Section 7: The Officers may, at their discretion, employ, appoint, fix the compensation of and remove an Executive Director. The Executive Director shall perform such duties and functions as the officers shall determine in the operation, maintenance, and conduct of the Association. The Officers may delegate to the Executive Director any of the duties of the Treasurer of the Association, except the duty of the Treasurer and the other officers of the Association to sign or endorse drafts, checks, money orders, or other negotiable instruments shall not be so delegated.
Section 8: Any reimbursable expenses to the Officers of the Association are subject to approval by a majority vote of the Officers. All reimbursable expenses shall be accompanied by appropriate receipts or other documentation.
ARTICLE VII – DUTIES OF OFFICERS AND EXECUTIVE DIRECTOR
The powers and duties of the Officers and Executive Director of this Association are as follows:
The President shall be the chief executive officer and shall preside over all regular meetings of the membership, which shall be called; shall call all special meetings of the members at such times as he/she may deem proper.
The Vice-President shall, in the event of the absence or disability of the President, perform the duties and exercise the powers of the President.
The Treasurer shall be responsible for the full and accurate account of receipts and disbursements of the funds belonging to the Association in books to be provided for the purpose and shall disperse all money and other valuable effects in the name of and to the credit of the Association, in such depository as may be designated by the Officers; he/she shall present a written report of the financial status of the Association at least once during each meeting of the membership and at such other times as may be ordered by the Officers. The Treasurer will review the independent annual audit.
The Executive Director shall record or cause to be recorded, all votes and matters of all proceedings; he/she shall cause a notice to be given for all causes for assessments and proper notice of all meetings of the Association and the Officers. In case of the absence, inability, neglect or refusal of the Executive Director to perform any of the necessary duties of his/her office, then such duties may be executed by the President, Vice-President, or Treasurer, in the order name, or any person so authorized to execute such duties by the Officers.
ARTICLE VIII – DUES AND ASSESSMENTS
Section 1: The annual dues for active, allied and associate members shall be determined by the Officers and approved by a majority vote of the active general membership.
Section 2: The annual dues for active members shall be based on the gross number of hotel rooms times a fixed annual rate or a minimum to be determined by the Officers. Allied and associate members dues shall also be determined at a fixed rate annually by the Officers.
Section 3: The expenses of the Association, in excess of the funds derived from dues, shall be paid by the active, allied and associate members of the Association in accordance with special assessments to be determined by the Officers, but such assessments must be approved by a majority vote of the members in good standing at a meeting of the membership by attendance or written proxy vote.
ARTICLE IX – AMENDMENT TO BY-LAW
Pursuant to Minnesota Statute 317.15(2) the Officers must propose amendments to the By-Laws which shall be put to a vote by the entire active membership of the nonprofit corporation. In order to be effective, a majority of the members must approve changes to the By-Laws.