Effective December 2013
MASSACHUSETTS LODGING ASSOCIATION, INC.
BY-LAWS
ARTICLE I
This Association shall be known as the Massachusetts Lodging Association.
ARTICLE II
MISSION STATEMENT
The mission of the Massachusetts Lodging Association is to promote the business environment and image of the lodging industry in Massachusetts through legislative and communication initiatives, networking and educational opportunities and member-focused programs and services.
ARTICLE III
OFFICERS AND DIRECTORS
SECTION 1. Officers of the Association shall be a Chairman of the Board of Directors, a President, a Vice Chairman, a Treasurer and a Secretary, all of whom, with the exception of the President shall be elected at an Annual Meeting or any adjournment thereof or meeting in lieu thereof, and for a term of one year. All officer positions shall be for a term of one year. The position of the Chairman shall have a two-term limit. All other officers shall have no term limit. Only a regular or corporate member who is an existing member of the Board of Directors and who has served at least one full term as a Director shall be eligible for election to an officer position.
SECTION 2. The Board of Directors shall be the primary governing body of this Association, shall perform all functions required by law and shall be empowered to perform all functions permissible by law, except as otherwise provided in these By-Laws. Without limitation, the Board of Directors shall:
A.Determine the general policies of this Association;
B.Determine the vision, mission, policy, and strategic direction and plan of the Association with appropriate liaison with the Association’s committees;
C.Exercise final oversight and approval responsibility for the budget of the Association;
D.Determine from time to time whether any standards of membership shall be established or recommended by this Association;
E.Hire and terminate the employment of the President of this Association;
F.Establish such committees as it, from time to time, deems appropriate, upon such terms and conditions and with whatever guidelines it deems appropriate;
G.Provide oversight and, to the extent permitted by law, ratification of, the activities of the officers, committees, including the Executive Committee and management of the Association; and
H.Delegate, to the extent permitted by law, and as it, from time to time, deems proper, its functions, specifically excluding its responsibility to exercise final review, ratification, and oversight of the budget and review and oversight of the activities of the officers and management of this Association.
SECTION 3. There shall be an Executive Committee comprised of the President, the Chairman of the Board of Directors, the Vice Chairman, the Secretary, the Treasurer, the fivefour Chairpersons of the Government Affairs, Marketing, Membership and Industry Partners Committees, the Director elected to serve as representative/liaison son to the American Hotel and Lodging Association, the President of the Massachusetts Lodging Association’s Educational Foundation (Education Foundation) or a Director of the Education Foundation designated by the President of the Education Foundation to serve on the Massachusetts Lodging Association Board of Directors, and the immediate past Chairman. In addition, the Chairman may designate one lodging Directormember of the Massachusetts Lodging Association to serve on the Executive Committee. The Executive Committee shall have general supervision of the affairs and property of the Association and shall be subject to the direction of the Board of Directors.
SECTION 3A. Directors.
A. There shall be sixteen (16) elected active members of the Board of Directors who shall be elected from the regional designations of the State, with at least one Director from each of the regional designations, as may be amended from time to time by the Board of Directors. Each of the sixteen (16) Directors shall be elected for a two-year term of office with no term limitations.
B. There shall be four (4) Industry Partner Members elected to the Board for a two year term, with no term limitation.
C. The Chairman, the Vice Chairman, the Treasurer, and the Secretary shall be members of the Board of Directors.
D. The immediate past Chairman of the Board of Directors shall be a member of the Board. In the event the immediate past Chairman shall be unable to serve as Chairman, the Chairman shall be a past Chairman of MLA.
E. There may be seven at-large Active Members elected annually for a two-year term with no term limitation.
F. There shall be one Director who has served at least one full term as a Director elected to serve as representative/ liaisonson to the American Hotel and Lodging Association (AHLA) for a twoone-year term with no term limit. In case of a vacancy, the Chairman may appoint a past Chairman to serve out the remainder of the term. The AHLA representative shall be required to attend at least one (1) National AHLA meeting each year.
G.The President of the Education Foundation or a Director of the Education Foundation designated by the President of the Education Foundation shall be a member of the Board of Directors.
H.The Board of Directors, by unanimous vote, may elect past members of the Board of Directors who have served both the Association and the Industry with great distinction as Directors Emeritus. Any person voted as Director Emeritus shall be a non voting member of the Board of Directors but shall be entitled to attend all Board of Directors meetings, the Annual Meeting and all other functions of the Association."
I.There shall be three Directors elected from Bed and Breakfast Establishments.
J.The Board of Directors may appoint a member of the Board of Directors of the Massachusetts Convention Center Authority to the MLA Board of Directors.
K.All members of the Board of Directors shall be elected by the general membership.
L.Directors shall be elected for a two-year term commencing January 1 and expiring December 31 of the subsequent year with no term limitations. Directors who no longer qualify as members of the Massachusetts Lodging Association may be permitted to complete their term as a Director subject to the approval of the Executive Committee.
SECTION 3(B). A Lobbyist/Legislative Agent, a General Counsel and other personnel may be appointed by the Executive Committee. The Compensation of the Lobbyist/Legislative Agent, General Counsel and other personnel appointed shall be determined by the Executive Committee.
SECTION 4(A). In the event that a vacancy in any of the officer positions of the Association occurs, the vacancy shall be filled temporarily by a member appointed by the Chairman. The temporary appointee shall hold office until the next Board of Directors meeting. In the case of a vacancy in the office of the President, the person appointed by the Chairman need not be a member and shall serve until the next Board of Directors Meeting. In the case of a vacancy in the office of the Chairman, the Vice Chairman shall fill the vacancy. In the event that the Vice Chairman is unable to serve as Chairman, the Board of Directors shall fill the vacancy. The person appointed to fill the position of Chairman shall hold office until the next annual meeting.
SECTION 4(B). In the event that a vacancy in any of the Board of Director positions occurs, this vacancy shall be filled by a member elected by the Board of Directors. The member elected to fill the vacancy shall be from the same regional designation or category as set forth in Article III and shall hold office until the expiration of the term of the Director so replaced.
SECTION 5. An officer position shall be considered vacant if the person holding such office shall no longer qualify as a regular member in accordance with the provisions of Article IV, Section 2 or shall permanently move from the State. A Board of Director position shall be considered vacant if the person holding such office no longer qualifies as a regular, allied, or corporate member in accordance with the provisions of Article IV, Section 2.
SECTION 6. A Nominating Committee of six (6) members shall be appointed by the Chairman. The Committee shall consist of at least one member who shall be a past Chairman of the Association and one member who shall be an allied member. Two members of the Nominating Committee shall be from the Greater Boston Area and two members shall be from regional designations of the State other than the Greater Boston Area. At least thirty (30) days before the Annual Meeting, the Nominating Committee shall nominate Officers and Directors for the next annual election. The Nominating Committee shall make contact with each member that the Committee plans to nominate to be sure that the prospect will be in a position to give the necessary time to the duties of the position. The Nominating Committee shall submit to the President at least thirty days before the Annual Meeting a written list of the Committee's nominations. The President shall submit the list of nominations to all members of the Association at least fifteen days before the Annual Meeting. Failure to comply with any of the requirements of this paragraph shall not make the nomination nor the subsequent election of any officer or director void.
SECTION 7. Any Officer or Director speaking on behalf of the Massachusetts Lodging Association on any issue shall set forth the position of the Massachusetts Lodging Association as determined by the Executive Committee or by the Board of Directors.
SECTION 8. All references herein to the term ‘past Chairman’ shall include any person who served as President of the Association prior to the By-Laws being amended in March, 2004.
ARTICLE IV
MEMBERSHIP
SECTION 1. There shall be seven classes of membership known as regular, industry partner, associate, corporate, construction, military and honorary.
SECTION 2. REGULAR: Any person who shall, in an executive capacity, represent a business actively engaged in operating a lodging facility or condominiums used for transient or seasonal rental within the Commonwealth of Massachusetts.
Industry Partners: Members of firms directly serving the lodging business or as may otherwise be approved by the Board of Directors.
ASSOCIATE: Lodging executives in business outside of Massachusetts; lodging executives not actively engaged in the lodging business; individuals who are full-time, part-time or retired faculty members of any recognized hotel/motel educational institution; individuals who are retired, inactive owners, executives, executive assistants or managers who are connected with a property member; students of hotel and restaurant administration and of culinary arts.
CORPORATE: Any person employed in corporate headquarters of a hotel company, providing that the majority of the hotel company's individual Massachusetts properties are regular members of the Association.
CONSTRUCTION:Owner's; stockholders, holders of a beneficial interest or managers of lodging facilities under construction within the Commonwealth of Massachusetts.
MILITARY: Individuals who are engaged in the operation of housing facilities on military bases in the Commonwealth of Massachusetts.
HONORARY: Members may nominate individuals for honorary membership. The member proposing the nominee shall furnish to the Board of Directors, in writing, the name and address of the nominee and full explanation and justification to warrant consideration for such membership classification. Honorary membership shall be awarded after a two-thirds vote of the Board of Directors present and voting at a duly called meeting. Honorary members shall be entitled to all the social privileges of the Association, but shall not have the right to hold office or vote at meetings. Honorary members may be dropped from the membership by a majority vote of the Board of Directors.
SECTION 3. Associate and Honorary members shall not be entitled to hold office or to vote.
ARTICLE V
MEMBERSHIP DUES AND ASSESSMENTS
SECTION 1. The Board of Directors shall from time to time establish the annual rate of dues and the time for payment of dues for all categories of membership.
SECTION 2. No assessments shall be made except by a two-thirds vote of the Board of Directors present and voting at a duly called regular or special meeting.
SECTION 3. The Board of Directors shall establish guidelines and requirements for membership in the Association.
SECTION 4.(A). Members shall be terminated for failure to pay dues and assessments in accordance with guidelines established by the Board of Directors.
SECTION 4.(B). Members may be terminated by a majority vote of the Board of Directors present and voting at a duly called meeting for cause, including, but not limited to endanger the harmony or good reputation of the Association. A member shall be provided with written notice of an opportunity to be heard by the Board of Directors prior to a vote to terminate such member. Such notice shall state the ground(s) which is the basis for termination.
SECTION 5. Only members in good standing shall have use of the MLA logo for business purposes.
ARTICLE VI
DUTIES OF OFFICERS AND COMMITTEES
SECTION 1. It shall be the duty of the Chairman to preside at all meetings of the Association. He shall have the casting vote in case of tie and shall be, ex-officio, a member of all committees. He shall perform all other duties incident to his office prescribed by law, by these by-laws, or by special vote of the members, or the Board of Directors.
SECTION 2. The Vice Chairman , in addition to serving as a Director and a member of the Executive Committee, shall serve as advisor to the Chairman and shall be ex officio, a member of all committees. The Vice Chairman shall assist the Chairman generally as directed by the Chairman and shall become familiar with and know the duties of the Chairman. The Vice Chairman shall perform all of the duties of the Chairman as set forth in this Article VI in those instances where the Chairman is unable to perform said duties.
SECTION 3. The immediate past Chairman, in addition to serving as a Director and a member of the Executive Committee, shall serve as special advisor to the Chairman and to the Board of Directors.
SECTION 4. The Secretary shall report to and assist the Chairman in all matters as directed by the President. The Secretary shall serve as the Clerk of the Corporation and in addition to any and all duties incident to the Office of Clerk as prescribed by law, shall attend the Annual Meeting, all Board of Directors Meetings, all Special Meetings and any other Meetings as required by the Chairman and shall be responsible for maintaining and approving minutes of all of said meetings.
SECTION 5. The Treasurer shall have the custody of all of the funds of the Association subject to the direction of the Board of Directors. If required by the Board of Directors, the Treasurer shall be bonded by the Association in such amount as they may demand. All bills shall be paid in accordance with guidelines established by the Board of Directors.
SECTION 6. The President shall be appointed and may be removed and his/her duties and compensation fixed within the budget, by the Board of Directors. The President shall be the Chief Executive Officer (“CEO”) of the Association and its subsidiaries and he/she will be the spokesperson for the Association. He/she shall direct and administer the activities of the Association in accordance with the plans and policies fixed by the Board of Directors, and the elected officers, and for that purpose he/she shall have complete control of the offices of the Association, its subsidiaries, the working departments, and personnel thereof. The President shall attend and make a report of his/her activities at each meeting of the Board of Directors, the Officers, and the members. The Officers of the Association with the exception of the President, shall not less than annually, review the performance of the President and CEO and, subject to the approval of the Board of Directors, establish the compensation of the President and CEO.
SECTION 7. All checks issued in the name of the Association in payment of debts shall be signed by any two of the four persons holding the offices of Chairman, President, Vice Chairman and Treasurer.
SECTION 8. No agreement or contract for a term not longer than one year involving the expenditure of unbudgeted items under $1,000.00 shall be made without the approval of the President. No agreement or contract involving the expenditure of unbudgeted items over $1,000.00 but under $20,000.00 or for a term longer than one year shall be made without the approval of the Chairman and Treasurer or three other officers in their absence.
SECTION 9. The Executive Committee shall submit an annual budget for approval to the Board of Directors on or before December 1 for the next calendar or fiscal year of the Association.
SECTION 10. The standing committees of the Association shall be the Membership, Government Affairs, Marketing, Finance and Industry Partners Committees. The Chairperson of the Finance Committee shall be the Treasurer of the Association. The Chairperson of each other Standing Committee shall be selected and appointed from the Board of Directors by the Chairman. Other committees may be formed at the request of the Chairman to the Board of Directors or by the Board of Directors. All the committees shall be subject to the direction of the Board of Directors. The Treasurer with the assistance of the President shall propose an annual budget for the Association in accordance with generally accepted accounting principles.