MTA By-Laws

BY LAWS OF THE MISSISSIPPI TOURISM ASSOCIATION

ARTICLE 1

NAME

Section 1: NAME
This association shall be known as the Mississippi Tourism Association, Inc.  The name is commonly abbreviated as MTA. (October 2010)

ARTICLE 2

NATURE AND PURPOSE

Section 1. PURPOSE
The purpose of this association is to unite representatives of the travel and tourism (October 2010) industry to include, but not limited to accommodations, (October 2010) restaurants, attractions, casinos, destination marketplace organizations and tourism service organizations, for the promotion, protection, and development of their common interests.

Section 2. NATURE
This association is a membership organization and shall be a non-profit, non-stock Mississippi corporation.

Section 3. LIMITATIONS
No officer or board member (December 2010) of the association shall receive directly or indirectly, any remuneration for services rendered in his/her capacity as officer or board member, or in any other capacity, unless authorized by the bylaws of the association or the board of directors.

Notwithstanding any other provision of these bylaws the association shall not conduct or carry on any activities not permitted to be conducted or carried on: (a) by an organization exempt under the Internal Revenue Code and regulations as they now exist or as they may hereinafter be amended. or (b) by an organization, contributions to which are tax deductible under such Code and regulations as they may now exist or as they may hereinafter be amended.

ARTICLE 3

OBJECTIVES

Section 1. OBJECTIVES
The objectives of the association shall be to represent the common interests of the travel and tourism industry, with particular attention to the following:

  • A. Attract more out-of-state visitors to Mississippi, and to encourage them to stay longer in the state. 
  • B. Encourage state residents to see Mississippi first.
  • C. Foster cooperative action in advancing by all lawful means the common purposes of its members.
  • D. Assert a more cohesive, well-defined travel and tourism industry presence and voice within the government of Mississippi.
  • E. Encourage development of Mississippi’s travel products.
  • F. Educate the citizens of Mississippi on the importance of the travel and tourism industry as related to economic development.

ARTICLE 4

MEMBERSHIP

Section 1. COMPOSITION

  • The membership of the association shall be composed of individuals and entities, (persons, firms, or corporations) engaged in business within or with the State of Mississippi tourism industry.

Section 2. INDUSTRY DIVISIONS
Membership in the association shall be in the name of an individual or individuals (December 2010) in one of the following industry divisions:

  • A. Accommodations: An entity engaged in owning, operating, or managing a licensed business within the State of Mississippi, such as, but not limited to a hotel, motel, condominium, vacation rental, bed and breakfast or campground.
  • B. Restaurants: An entity engaged in owning, operating, or managing a licensed business within the State of Mississippi for preparing and serving food to the public, such as, but not limited to, a restaurant, lounge or nightclub.
  • C. Destination Marketing Organization: An entity marketing a city, county or region in the state of Mississippi.
  • D. Attractions: An entity engaged in owning, operating or managing of an attraction within the state of Mississippi such as, but not limited to, museums, festivals and fairs.
  • E. Tourism Service Organizations: An entity engaged in providing goods or services (December 2010) to the tourism industry in the state of Mississippi, such as, but not limited to, advertising agencies, banks,educational institutions, transportation (December 2010) or publications.
  • F. Casinos and Resorts: An entity engaged in owning, operating or managing a licensed casino or resort in the state of Mississippi.
  • G. Individuals: Anyone who supports the objectives of the Mississippi Tourism Association.
  • H. Outdoor Recreation: Any entity engaged in outdoor recreational activities that specifically promote tourism related activities in Mississippi, such as, but not limited to, golf, fishing, camping, hunting,boating and other sporting activities.

Section 3. QUALIFICATIONS FOR MEMBERSHIP
To qualify for membership an applicant must A) Meet the requirements for the classification for which he/she seeks admission, and B) Must support the objectives of the Mississippi Tourism Association.

Section 4. MEMBERS IN GOOD STANDING
To remain a member in good standing, a member must maintain their membership by the payment of dues and compliance with the provisions of the bylaws and other duly adopted regulations. Only members in good standing may be entitled to vote, hold office or otherwise to enjoy the rights and privileges of membership.

Section 5. DISMISSAL AND REMOVAL
The association shall have the right to exclude, suspend or expel a member who has violated the bylaws or who is 90 days delinquent in their dues.

ARTICLE 5

BOARD OF DIRECTORS

Section 1. AUTHORITY

  • A. The property, business, and affairs of the association shall be managed under the direction of the board of directors with the Executive Director having the discretion to run the day to day operations of the office and programs (February 2012).
  • B. The board of directors shall have the sole power to contractually obligate the association in amounts of $5,000 or more but for no more than 3 years duration on any single contract without it being reconsidered for renewal.
  • C. The board shall hire an Executive Director, or if necessary, retain the services of an association management firm to manage the association (February 2012).

Section 2. COMPOSiTION OF THE BOARD OF DIRECTORS

The board of directors shall consist of the following:

  • A. Directors Elected by Membership. The following members of the board of directors shall be elected by the membership and have the power to vote:
    President of the Board – One Year Term (February 2012)
    President-Elect – One Year Term (February 2012)
    Vice President – One Year Term (February 2012)
    Secretary/Treasurer – One Year Term (February 2012)
    Immediate Past President – One Year Term (February 2012)
    Three (3) area directors from each five (5) geographical areas who are from the active member classification, as follows: Area 1: Northeast Mississippi “The Hills”; Area 2: Northwest Mississippi “The Delta”; Area 3: EastCentral Mississippi “The Pines”; Area 4: Southwest Mississippi “The Capital/River”; Area 5: Southeast Mississippi “The Coastal” – three year terms. Three At Large Directors (February 2012) – State Wide
  • B. Ex-Officio Members of the Board.
    The following shall be ex-officio, non-voting members of the board of directors: All convention and visitor bureau directors or Chamber of Commerce directors who are not currently serving on the board.
  • Director, Division of Tourism, Mississippi Development Authority
  • The Executive Director of the Mississippi Hotel and Lodging Association
  • The Executive Director of the Mississippi Restaurant Association
  • The Executive Director of the Mississippi Tourism Association
  • The Executive Director of the Mississippi Gaming Association
  • The Executive Director of the Mississippi Golf Association
  • The Executive Director of the Mississippi Agri-Tourism Association
  • The Executive Director of the Mississippi Bed and Breakfast Association
  • The Executive Director of Mississippi Main street
  • All Past Presidents of the Mississippi Tourism Association Ex-officio members of the board or their designees shall be non-voting and shall meet with the full board of directors. Members shall receive due notice of the scheduled meetings.

Section 3. NOMINATING DIRECTORS
A. Prior to the date selected for the annual meeting, the President of the board shall appoint a nominating committee which shall consist of: The immediate past president, if he/she remains active in the association and the present president, and (1) member from each area. In addition, the
executive director shall serve as an ex-officio member of the nominating committee.

B. Members will nominate one person for the Executive Board, one person for Area Director, only within their respective region and one At-Large Director. The Area Directors and At-Large Directors will serve a three year staggered term (February 2012).

C. At least (30) days prior to the annual meeting the chairman of the nominating committee shall advise the membership by letter or general bulletin of the positions to be filled on the board of directors by election at the annual meeting; and, he/she shall request that the membership
suggest to the chairman of the nominating committee the names of members who are highly qualified, willing and able. These names are to be received by the chairman of the nominating committee within (10) days after said notice or bulletin is sent to the membership.

D. The nominating committee shall meet at least (20) days prior to the annual meeting to select a slate of candidates to fill the elective positions on the board of directors. In selecting such candidates, the committee shall give due consideration to their potential for enhancing the efforts
and influence of the association, the degree of their active participation in the committee programs and other activities of the association in the past as well as their regularity in attendance at all association meetings which they had a responsibility to attend during the previous year; and
the committee shall nominate those members in good standing whom they believe best qualified to serve the interests of the association.

E. At least (15) days prior to the annual meeting the nominating committee shall publish in a bulletin or notice to the membership of the slate of directors.  Additional nominations for election to the board of directors may be made by a member in good standing by submitting in writing the name and business address of such additional nominees, supported by the signatures of five (5) active members, indicating the specific position (area, industry, etc.) on the board for which he/she is nominated; and by mailing or emailing such nomination and supporting documentation to the president of the board in time to be presented at the annual meeting. Such additional nominees must
be members in good standing that and meet the qualifications for directors to fill the specific positions for which nominated.

Section 4. ELECTION OF DIRECTORS
At the annual meeting the membership will elect members of the board of directors from the candidates that have been duly nominated and who meet geographical, industry, and other qualifications of the bylaws. Directors shall be elected by a majority of the votes of the members present and voting at the annual meeting. There shall be no voting by proxy. If for any reason
such directors are not elected at that annual meeting, they shall be elected as soon after the annual meeting as practicable by a mail ballot distributed to the members in good standing and counted under the direction of the president and executive board.

Section 5. TERM OF OFFICE OF DIRECTORS
Members of the board of directors shall be elected to serve as follows:
Officers for one year in each position and will rotate up. Example: the Secretary/Treasurer will rotate to the Vice-President position after one year; the Vice-President will rotate to the President-Elect position; the PresidentElect will move to the President position; the President will rotate to the
Past-President position (February 2012); directors from the five (5) areas of the state will serve three years and will have staggered terms for each area.  Newly elected directors shall take office on July 1 following their election to office.

Section 6. MEETINGS OF THE BOARD OF DIRECTORS
The board of directors shall meet every other month. (August 2010) Special meetings of the board may be called by the president with three days advance notice.  Board members who fail to attend 50% of scheduled board meetings in one fiscal year without an excused absence will be removed from their position on the board. Unexcused absences will be determined by the Executive
Committee. (August 2010) The president will appoint someone to fill the unexpired term until the next election.

Section 7. QUORUM OF BOARD MEETINGS
A majority of the voting members of the board of directors shall constitute a quorum of the board.

Section 8. EXECUTIVE SESSION
The president may request at any regularly scheduled board meeting, that the board will go into Executive Session to discuss sensitive matters. At this time, only voting members of the executive board may stay. A quorum consists of a majority of the voting members.  The president may also call a special meeting of voting members only and must give five days notice of such meeting.

ARTICLE 6

EXECUTIVE COMMITTEE

Section 1. COMPOSITION OF THE COMMITTEE
The executive committee shall consist of the following voting members:
President of the Board, President-Elect of the Board, the Vice President, the Secretary/Treasurer, and the Immediate Past President (February 2012), and the following non-voting members: The Executive Director.

Section 2. DUTIES AND AUTHORITY
The executive committee shall possess and may exercise all the powers of the board of directors between meetings of the board. The executive committee will also perform such specific duties and functions as may be assigned to it by the board of directors.

Section 3. MEETINGS
The executive committee shall meet as often as deemed necessary by the president, who shall give members of the committee at least five (5) days advance notice of such meetings unless such advance notice is expressly waived by committee members who do not attend the meeting. Emergency meetings may be called by the president with notice of meeting sent via email. Such meeting may be conducted by conference call with a quorum participating and the MTA Office Manager recording minutes. If a vote is required, said vote must be emailed to the MTA Office Manager.

Section 4. QUORUM
At any regular or special meeting of the executive committee a quorum shall consist of a majority of members of the executive committee entitled to vote, and a majority of the votes cast by the executive committee members who are present at any meeting at which a quorum is present shall be necessary and sufficient for the transaction of any business.

ARTICLE 7

OFFICERS

Section 1. PRESIDENT OF THE BOARD
The President of the Board shall preside at all meetings of the association, the board of directors, and the executive committee, with the power to vote in each such meeting; and shall have the authority to call special meetings of the board and meetings of the executive committee between regular meetings of the board. He/she shall advise with the board and keep it fully informed concerning the business and activities of the association, and shall make on behalf of the board an annual report to the members of the association (February 2012).

Section 2. PRESIDENT-ELECT OF THE BOARD
The President-Elect of the Board shall serve a one year term as PresidentElect of the Board and then rotate to President of the Board. He/she shall serve as President in the absence of the President of the Board. He/she shall serve as the chair of the Governor’s Conference on Tourism standing committee (February 2012).

Section 3. VICE-PRESIDENT OF THE BOARD
The Vice-President shall serve a one year term as Vice-President of the Board and then rotate to President-Elect of the Board. He/she shall serve as Secretary/Treasurer in the absence of the Secretary/Treasurer of the board. He/she shall be the organizer of the MTA Media Day and Annual
Membership Meeting (February 2012).

Section 4. SECRETARY/TREASURER
The Secretary-Treasurer shall be elected by the membership and shall serve a one year term as Secretary/Treasurer and rotate to the Vice-President of the Board. He/she shall have the responsibility to report on the revenues and disbursements of the corporation. The Secretary/Treasurer shall with the assistance of staff, provide a monthly financial report and report at each board meeting on the financial condition of the association. He/she shall see that adequate and accurate records are maintained and reviewed covering all such receipts and disbursements, as well as all reserve and special funds of the association (February 2012).

Section 5. IMMEDIATE PAST-PRESIDENT OF THE BOARD
The Immediate Past-President shall serve a one year term as Immediate Past-President before rotating off the Board of Directors. He/she shall serve as the chair of the nominations committee to submit a slate of officers to the membership for approval (February 2012).

ARTICLE 8

EXECUTIVE DIRECTOR

Section 1. POLICIES AND GOALS
A. The executive director will implement the policies of the association as adopted by the board.
B. The executive director will provide the staff necessary to accomplish the annual goals of the association.
Section 2. POWERS
The executive director shall exercise appropriate fiduciary authority to implement the goals of the association as outlined in its budget, including the program of work, Governor’s Conference on Tourism and other programs.

ARTICLE 9

COMMITTEES

Section 1. STANDING COMMITTEES
There shall be the following standing committees and such other standing committees as from time to time the board of directors may establish:
A. Marketing/Program of Work Public Relations
B. Membership
C. Education
D. Legislative
E. Governor’s Conference on Tourism
F. Long-Range Planning
G. CVBThe primary duty of these committees is to carry on a continuing review of the association’s activities and functions which fall within their respective areas of jurisdiction, to make recommendations to the president for improvements in such activities and functions, and to effectively support and assist the officers in planning and performing such activities and functions
when requested by the president to do so. These committees shall be subject to review and revision annually.

Section 2. APPOINTMENT BY CHAIRMEN OF STANDING COMMITTEES
The president of the board, in consultation with the executive committee and the executive director, shall annually appoint the chairman of standing committees.

Section 3. AD HOC COMMITTEES
The president in consultation with the executive committee may from time to time establish ad hoc committees for special purposes or projects and shall name the chairman and membership to serve on any such ad hoc committees.

ARTICLE 10

DUES

Section 1. ANNUAL DUES
The annual dues of each association member shall be in such amount as may be determined by the board of directors and shall be payable in advance on the first day of July each year or may be paid annually.

Section 2. ADJUSTMENT AND PAYMENT OF DUES, PENALTIES FOR
NON-PAYMENT AND TERMINATION FOR NON-PAYMENT OF DUES
In case of unusual conditions or circumstances, either permanent or temporary, affecting any member of the association, the board of directors by two-thirds vote of those present and voting at any meeting of the board, may suspend, reduce the amount of dues to be paid by such member, or may use different methods of computation; and may limit or restrict the rights and privileges of any such member.

ARTICLE 11

MEMBERSHIP MEETINGS

Section 1. ANNUAL MEETING
The annual meeting of the members of the association for the election of the officers and directors and the transaction of any business relating to the affairs of the association shall be held (December 2010) in each fiscal year on such date at such time and place as may be designated by the board of
directors. If, due to an emergency, such annual meeting or a special meeting of the members of the association cannot be held, the board of directors may by resolution provide for other means of electing officers and directors and taking such action as is necessary.

Section 2. MEETING NOTICES
The executive director, at the direction of the President of the Board, shall cause notice of each annual meeting to be sent to each member in good standing by mail or email or through the official bulletin not less than twenty (20) days or more than fifty (50) days prior to the meeting. But no
failure or defect in the delivery of the notice shall invalidate the meeting or any procedure taken thereat. Notice of association meetings may be waived either by signing of a formal waiver by the members, by conduct where attendance occurs without notice, or by ratification of the actions taken at the meeting.

Section 3. SPECIAL MEETING
A special meeting of the members may be held at any time and place as deemed necessary by the board of directors with appropriate notice or appropriate waiver of notice.

Section 4. QUORUM
If a majority of the membership shall not be present at an annual meeting of the association, the majority of such members as are present and entitled to vote, may transact any business.

Section 5. NO VOTE BY PROXY
At all meetings of the membership of the association, a vote shall be cast in person by the duly designated representative of a member establishment in good standing. There shall be no voting by proxy except authorized or prescribed by the board of directors.

ARTICLE 12

BYLAWS

Section 1. Subject to the Articles of Incorporation The basic rules for the management
and government of the association shall be set forth in the bylaws. The board of directors shall approve the bylaws and any changes or amendments thereof.

Section 2. The bylaws may be amended, repealed, or added to in the following manner only:
A. The executive committee or the bylaws committee, or one-third of the members of the association eligible to vote may at any time propose in writing, addressed to the President of the Board, the proposed amendment or deletion of or addition to any existing provision or provisions of the bylaws.
B. The president shall present such proposed amendments, repeals oradditions at the next regular or special meeting of the board of directors and shall incorporate in the notice of that meeting a statement that such proposed amendments, deletions or additions will be considered. No such
proposed amendments, deletions or additions shall be considered at any meeting of the board of directors unless such notice has been given to each member of the board of directors not less than (10) days prior to its meeting.
C. At the meeting of the board of directors called in accordance with the above provisions, the proposed amendments, or additions to the Bylaws shall be considered and voted upon by the directors present who are eligible to vote. If, at this meeting, a quorum being present, a majority of the directors vote in favor of such amendments, deletions, or additions, it shall be considered as adopted by the board of directors. If there is not a quorum present, the President of the Board shall within ten (10) days thereafter transmit, by mail or email, such proposed amendments, deletions or
additions to each voting member of the board of directors for vote. If the President of the Board shall have received within thirty (30) days thereafter votes in writing of a majority of the board in favor of such proposed amendments, deletions or additions, it shall be deemed to be adopted with the same force and effect as if it had been adopted at a duly constituted meeting.
D. Amendments, deletions, or additions to the bylaws adopted by the board of directors shall be published by the President of the Board in the official bulletin. They shall become effective thirty (30) days after the publication.

ARTICLE 13

MISCELLANEOUS PROVISIONS

Section 1. FISCAL YEAR
The fiscal year of the association shall be July 1 through June 30.

Section 2. NOTICES
Any notice to members or to any officer or director shall be deemed sufficiently given if sent to the last physical or e-mail address furnished by him/her to the association.

Section 3. ACTIVITIES
With the object of rendering service for the general benefit of the members and others, the association may undertake such activities at the sole discretion and judgement of the board of directors as designated to promote and develop the association and to carry into effect the purposes stated in the bylaws, including the establishment of divisions or sections to meet specialized interests and needs, provided the rights and privileges of all members are not adversely effected.
Section 4. ORDER OF BUSINESS AT MEETINGSThe order of business at meetings of the association, the board of directors,the executive committee and other committees shall be such as may be prescribed by presiding officers; or if objection be made then by a majority vote those present and qualified to vote thereat or as follows:

(1) Roll call
(2) Proof of notice of meeting or waiver of notice
(3) Reading of minutes of preceding meeting
(4) Reports of officers
(5) Reports of committees
(6) Unfinished business
(7) New business
(8) Adjournment
ROBERTS RULE OF ORDER shall govern all meetings of the association, of the board of directors, the executive committee, and of all other committees on any point not covered by the bylaws.

Section 5. FINANCES
All checks, drafts, and notes of this corporation shall be signed by such officer or officers or such other person or persons as the executive committee may from time to time designate.

ARTICLE 14

PROFESSIONAL SERVICES

Section 1. LEGAL COUNSEL
The legal counsel of the association shall be named by the executive committee as deemed necessary, and shall handle the association’s legal affairs and represent the association as its attorney at law. Special counsel to handle particular matters requiring specialized knowledge and experience may be employed by the association or joint recommendation of the legal counsel and the president and Executive Director, the executive committee and with approval by the board of directors.
Section 2. AUDITORS
The board of directors shall each year designate a firm of Certified Public Accountants to act as auditors for the association for the ensuing fiscal year.