By-Laws

Article 1 – Name

Section 1 - The name of this organization shall be the Gatlinburg Hospitality Association, LLC.

Article 2 – Offices

Section 1 – The organization may have such offices as the Board of Directors may determine or as the affairs of the Association may require from time to time.

Article 3 – Purpose and Profile

Purpose

Section 1 – The purpose of the Gatlinburg Hospitality Association, LLC is to represent the common interest of our members in the hospitality industry including political action, education and industry advancements in an ethical and professional manner.

Profile

  • To foster a cooperative, ethical spirit among the lodging, restaurant and hospitality members within the Gatlinburg and Great Smoky Mountain area.
  • To promote good policy and sound business principles.
  • To further the education opportunities for those interested in pursuing a career in the lodging, restaurant and hospitality industry.
  • Supply a united voice for state, federal, and local legislation, which may affect the lodging, restaurant and hospitality industry.
  • To supply information, relating to the lodging, restaurant and hospitality industry, to the members and build a strong resource network.
  • To assist and advise in the promotion of tourism in the Gatlinburg and Great Smoky Mountain area.

 

Article 4 – Membership

Section 1 – Qualification of members. The organization shall have an unlimited number of members and the Board of Directors shall set the qualifications for membership, which may be changed at the discretion of the Board. Membership in this organization shall be classified as either voting, honorary, allied or student provided that such individual, firm or corporation meets the following qualifications.

  • Good reputation in the community or area for high moral standards.
  • High ethical standards and integrity of management.
  • Cooperation with other members of the Association for the exchange of business and the exchange of ideas and information for the betterment of the industry and the solution of common problems.

Section 2 – Voting membership. Any individual, firm or corporation, whether designated as a restaurant, food service establishment, hotel, motel, court, inn, lodge, campground, or overnight rental company, approved by the Board of Directors utilizing a minimum city business license granted by the City of Gatlinburg, may apply for active voting membership in this organization of which the applicant is associated. Membership is by property, not by person, and is open to owners, managers, assistant managers and department heads. At all meetings of the Association, voting members may designate some other person actively connected with the affiliated establishment. Proxies will be permitted by consent of the voting member and the Board of Directors.

Section 3 – Honorary membership. Honorary membership shall be conferred on those whom the Board of Directors and the membership shall see proper to so elect.

Section 4 – Allied membership. Allied membership shall be granted to the representative of such businesses who maintain a normal operating relationship with the GHA voting membership. Application for allied membership shall be made in writing by the applicant and passed by the Board of Directors, who shall likewise be vested with authority to limit the number of accepted allied members and fix the assessment thereof. Allied members are entitled to attend all meetings, may have permission from the presiding officer to speak on any question, but are entitled to no vote, except through a Board member.

Section 5 – Student membership. Students in a duly authorized and recognized institution of higher learning working towards a career in the hospitality industry shall be granted a membership status upon written application and payment of dues, such dues to be established by the Board of Directors. Such membership shall have floor rights, and the rights to attend conventions, but shall have no vote.

Section 6 – Application for membership. A written application for membership to join the Association may be filed with the President of the Association. All such applications must be accompanied by the payment of dues equal to at least one-quarter year membership fee. All applications shall be approved or not approved by the Board of Directors.

Section 7 – Voting rights. Thirty-five percent (35%) of the voting members of this Association shall constitute a quorum at any regular or special meeting. Each member property shall be entitled to one (1) vote on each matter submitted to a vote of the members, but only one (1) representative of the entity holding active membership in the Association is entitled to vote.

Section 8 – Termination of membership. The Board of Directors, by affirmative votes of two-thirds (66.67%) of all of the members of the Board, may suspend or expel a member in default in the payment of dues for a three (3)  month period after an appropriate hearing. Or, the members, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for a three month period.

Section 9 – Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges heretofore accrued and unpaid.

Section 10 – Transfer of membership. Membership in this Association is not transferable or assignable.

 

Article 5 – Membership Meetings

Section 1 – Regular meeting. The regular meeting of the members shall be held monthly at a time and place designated by the President.

Section 2 – Special meetings. The President, the Board of Directors or not less than one-tenth of the members having voting rights may call special meetings. When a special meeting is required, either as a result of action of the Board of Directors or the membership as hereinabove provided, such request shall include the purpose for which said meeting is called. Action at a special meeting so called will be restricted to the matter set out in the notice.

Section3 – Notice of special meetings. Each member shall be given notice in person, telephone, mail, fax, or electronic mail (e-mail) at least five (5) days prior to said meeting. At any meeting of the members, thirty-five percent (35%) of all the outstanding membership must be represented in person or by proxy to constitute a quorum for all purposes.

Article 6 – Dues

Section 1 – Dues. The elected Board of Directors may determine from time to time the amount of initiation fee, dues and meals, if any. The Treasurer shall bill each member for dues on a schedule to be determined by the Board of Directors.

Article 7 – Board of Directors

Section 1 – General Powers. Its Board of Directors, which shall be elected by vote at the designated meeting, selecting officers for the upcoming year shall manage the business and affairs of the Association.

Section 2 – Number, Tenure and Qualifications.

  1. Voting Members – The Board of Directors shall consist of the President, President-Elect, Past President, Treasurer, and Secretary or appointed Executive Secretary, and not less than four (4) members to be elected from the general membership of the Association. The tenure of the board members elected from the membership shall be a one-year term.
  2. Non-voting Members – The President shall appoint representatives from the allied community to serve a one-year term annually from January through December. These members should consist of community leaders from all segments of the hospitality industry. The following examples are recommended, though, are not mandatory or limited: Department of Tourism, Chamber of Commerce, Attractions/Theater Association, Arts & Crafts community, the Retail merchants, and the Wedding Chapel Association. The tenure will be at least one year and is not limited to consecutive years.

Section 3 – Succession and Vacancies. No officer of the Board of Directors shall be eligible to succeed himself/herself in the same office for more than three (3) consecutive terms. At the end of three (3) consecutive terms an officer shall not become eligible for re-election until after a lapse of one (1) year. The normal succession of officers is President Elect, President and Past President. In the event of a vacancy on the Board of Directors through death, resignation or disqualification; the remaining members of the Board, by majority vote, shall elect a Director to fill the unexpired term. Should any officer or member of the Board of Directors miss two (2) consecutive meetings of the Board during a calendar year without a reason acceptable to the majority of the Board, that position/ office shall be declared vacant. Severance of connection from an organization holding a voting membership by an elected Director shall automatically cause his/her seat to become vacant and all rights shall thereupon immediately cease subject to action of the Board of Directors.

Section 4 – Removal of Directors. The members of any regular or special meeting shall be in power to remove any or all members of the Board of Directors with cause, and shall be in power to elect a successor to such member or members as may be removed from the Board of Directors with the full support and affirmative votes of two-thirds (66.67%) of the active voting membership.

Section 5 – Quorum. Fifty percent (50%) of the voting members of the Board of Directors shall constitute a quorum for the meeting of the Board.

Section 6 – Meetings. The Board of Directors shall meet at such time and place as may be designated by the President. Notice shall be given to each Director in person, telephone, fax, or e-mail at least twenty-four (24) hours prior to the meeting. Special meetings of the Board of Directors may be called at any time by the President or by a majority vote of the Board by notice in person, by mail, telephone, fax, or e-mail.

Section 7 – Duties. The Board of Directors shall direct, manage, control, and have general supervision of the affairs of this organization.

Article 8 – Officers

Section 1 – Number, tenure, and qualifications. Only one (1) representative of a lodging, restaurant or hospitality establishment holding a voting membership in the Association is entitled to hold an office in the organization. The officers of this Association shall be a President, President Elect, Treasurer, Secretary, Immediate Past President and such other officers as the membership may from time to time select. The officers shall be elected annually at the October meeting designated by the President of the Association and shall be nominated as herein provided. The terms of the office shall begin on January 1st each year, and shall be limited to one (1) year.

Section 2 – Selection of Officers. A nominating committee consisting of seven (7) members appointed by the president shall submit to the membership by the October meeting a list of nominations for each open position on the Board of Directors including officers. Additional nominations from the floor may be made and voted on by the general membership at the October meeting electing the new board members. No name shall be placed in nomination for the Board of Directors or for any office without the permission of the proposed nominee.

Section 3 – Vacancies. Severance of connection from a lodging, restaurant or hospitality establishment holding a voting membership by an elected officer or Director shall automatically cause her/his seat as an officer or Director to become vacant and all rights of said officer or Director shall thereupon immediately cease. In the event the office of President becomes vacant through death, resignation or disqualification; The President Elect shall serve out the unexpired term. In the event of a vacancy in any office the membership shall immediately elect a successor for the remainder of the unexpired term.

Section 4 – Officers duties.

  1. President Duties – The President shall preside at all meetings of the Board of Directors and the organization, and shall have authority to call meetings of the Board of Directors whenever she/he sees fit, or when requested to do so in writing by three (3) members of the Board of Directors. She/He must give at lease twenty-four (24) hours notice to the members of the Board when calling special Board meetings. The president must give at least twenty- four (24) hours notice to the general membership when calling special meetings of the Association. With the consent of the Board of Directors, the President shall appoint all committees that may be required to handle the various duties arising at any regular or special meeting and shall name the various standing committees necessary to carry on the business of the organization. Any matters of urgency requiring immediate attention may be referred by mail, telephone, fax, or e-mail by the President to the members of the Board in which case the Board of Directors may vote by mail, telephone, fax, or e-mail provided that at least five (5) members of the Board participate in said vote.
  2. President-Elect Duties – The President-Elect shall perform the duties of the President in her/his absence or inability to act. The President-Elect shall also have such other and further powers and shall perform such other and further duties as may be designated to her/him by the Board of Directors.
  3. Treasurer Duties – The Treasurer shall be responsible for the finances of this Association. An accurate record shall be kept of the accounts of each member and the collection and disbursement of the funds of the Association. The Treasurer shall keep an accurate and detailed account of all expenditures and make a proper accounting at any time upon request of the Board of Directors showing the financial condition of the Association.
  4. Secretary Duties – The Secretary shall be responsible for minutes of all of the meetings of the Board of Directors and general membership. The Secretary shall keep the minute’s book reports and original papers of this Association together with all records pertaining to the office. Any member shall have liberty of examining said books and records at any reasonable time.

 

Section 5 – Association expenditures and debts. No officer or employee of this organization shall contract any debts except such as the Board shall specifically order.

Section 6 – Checking account. All checks drawn on the bank account of the Association is to be signed by the Treasurer with the counter-signature of the President. The President-Elect and/or the Secretary shall sign in the absence of either or both the President and Treasurer. Nothing in this paragraph is to prevent the payment of bills incurred within the framework of the approved budget.

Article 9 – Committees

Section 1 – Committees. No committees or individual member thereof shall represent the Association in advocacy of or in opposition to any movement or project without the specific authorization of the Board of Directors, or such authorization as may be clearly planted under the general powers delegated to that committee.

Article 10 – Amendments

Section 1 – Amendments. The By-laws or Charter of the organization may be altered or amended at any annual or special meeting of the Board of Directors of this organization, provided notice of the proposed amendment is included in the call of such meeting or special meeting of the Board of Directors. A two-thirds (66.67%) vote of the Board shall be necessary to adopt any amendment. Any amendment to the By-laws or the Charter of this organization adopted by the Board of Directors must be submitted to the membership at any regularly scheduled meeting or duly called special meeting for approval. A two-thirds (66.67%) vote of all of the members present or by proxy and qualified to vote at said meeting shall be necessary for the approval and adoption of any amendment to the By-laws or Charter of this organization.

Article 11 – Parliamentary rules

Section 1 – Parliamentary rules. Unless otherwise provided, Roberts’ Rules of Order shall govern all proceedings of the organization in regular or special meetings.

Revised 2/18/09

 

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