PROST Bylaws - January 2011

ARTICLE I

Sec. 1 The Organization shall be known as PROST.

ARTICLE II: Mission Statement

Sec. 1 The objective of PROST is:

a. To foster and promote  friendship, goodwill, and understanding among executives of the  travel industry.

Sec. 2 PROST shall in no case:

a. Be used to further business interests of an individual member.

b. Impose any restriction arising from different social standards, race, religion or politics.

c. Be used in any way for profit or as a commercial enterprise.

Sec. 3 This organization shall be deemed non-profit, according to the laws of the State of California.

ARTICLE III: Officers and Executive Committee

Sec. 1 PROST shall be governed in accordance with these bylaws by an Executive Committee, comprising of no less than 3, nor more than 6 officers, all of who shall be elected bi-annually in the month of June.

Sec. 2 The officers shall be:  PRESIDENT; VICE PRESIDENT MEMBERSHIP; TREASURER., VENUE PERSON, and  IMMEDIATE PAST PRESIDENT.  Each officer’s position is a two year term, with no more than two consecutive terms.  To be placed on the ballot for President, one has to have served on the Executive Committee for a minimum of 1 term.   If the incumbent President, VP Membership, or Treasurer does not wish to run for the office of President, then any active member, with a minimum of one year in the organization, who would like to be a candidate, may be placed on the ballot.  This would be a member in good standing, as approved by the Board.     (Refer to Article IV; Sec. 3, Paragraph E and F).  The Charity Liaison and Webmaster will be appointed positions by the President.  These appointees will be considered board members with non-voting privileges.

Sec. 3 The Immediate Past President shall serve on the Executive Committee as an Officer, following the Retiree’s term of office retaining Executive Committee voting privileges.

Sec. 4 In the event of resignation of any officer, or if a vacancy is created by other causes, during term of Office, the Executive Committee may appoint a qualified PROST member to serve the unexpired term.  (Refer to Article IV; Sec. 3, Paragraph E and F).

Sec. 5 The position of EXECUTIVE DIRECTOR will be a compensated position, until further notice by the Executive Committee.

ARTICLE IV: Membership

Sec. 1 Membership shall be extended in accordance with the requirements as set forth in the bylaws.  Votes shall be taken from the PROST  Membership, online and an 85% acceptance of the returned ballots by the general membership is required.  The ballots will be viewed by The Executive Director and Immediate Past President and certified by members of the Executive Committee.

a. New members must be proposed by 2 active members.  Prospective members must attend 3 meetings within the year prior to being considered for membership.  Proposal to be submitted, in writing, to the Vice-President, Membership and Executive Director;  accompanied by 2 business cards of the candidate.   Members are also responsible for letting guests know when the Prost luncheons will be held, in addition, if there is a change in the Company the guest and prospective member is now working for – notification should be sent, accordingly, to VP Membership and Exec. Director.

b. Prospective members on the waitlist must keep their application current by attending at least one meeting as a guest per quarter.  Waitlisted prospective members failing to do so must reapply as per Sec. 1-a.

Sec. 2 There will be 4 classes of membership:  Active, Life, Executive Board Alumni and Honorary.

Sec. 3 Active Membership:

a. The active membership shall be limited.  A candidate shall be an executive, actively occupying a management position in one of the classifications listed below, or, they may have a Senior Executive in his/her company approve them as the  PROST  representative of their organization.  This would then allow someone who is not the top individual within his/her company to be eligible to join PROST. The member must have a minimum of 5 years service in travel.

1. TRAVEL AGENTS/INCENTIVE & MEETING PLANNERS  (24 in number)
2. WHOLESALER/TOUR OPERATOR (6 in number)
3. AIRLINE (12 in number)
4. ACTIVE ASSOCIATE:  Media, Representation Firms, & Ground Transportation (13 in number)
5. HOTELS & RESORTS (18 in number)
6. CRUISE LINES (9 in number)
7. GOVERNMENT TOURIST OFFICE (4 in number)
8. EXECUTIVE BOARD ALUMNI (There are 7 at present)
9. Total Active Membership not to exceed 100 in number

b. An increase/decrease in the number of Active Members in a particular category may be made upon recommendation of the Executive Committee.

c. There will be a limitation of representation from the same organization.  No more than 2 shall be eligible for Active Membership (this includes Travel Agencies with multiple locations).  However, if there is a waiting list in the classification, no more than 1 shall be eligible.  Membership is non- transferable.

d. An Active Member that changes employment has the right to change categories within the organization.

e. Transfer from one category to another will allow the open category to be filled by a new member.  If the move to a category is full, the increase in number will be allowed in this instance.

f. Should a member terminate active employment, the Executive Committee must be advised, in writing.  The name will remain on the roster for a period of 6 months, at which time, if not employed, the name will be removed and membership canceled.  During this 6 months, dues are to remain current.  Failure to do so will result in loss of membership.  At the time of re-employment, former member must re-apply for membership.

g. A request for leave of absence for any reason, with the exception of termination of employment must be submitted, in writing, to the Executive Committee for approval.  The name will remain on the roster for a period of six months, at which time, if the member has not returned to active status, the name will be removed. Dues are to remain current in order for a member to retain active status; failure to do so will mean loss of membership.

h. Dues are to be paid annually by January 31 to retain status of active membership.  The Executive Committee has the authority to increase dues as needed.

Sec.  4 Life Members.   A former Active Member that has retired and has been with PROST for 5 or more years may be granted Life Membership upon approval of the Executive Committee.  Life Membership will be limited to 10 in number.  If the category is full, the member must retain Active status until a Life Membership position becomes available.  Life Members have no voting privileges and will be charged a nominal yearly administrative fee.  Should a Life Member rejoin the workforce, they must transfer back to the active membership category and must abide by the bylaws of said category.

Sec.  5 Honorary  Members.  Honorary membership may be extended to persons who have distinguished themselves by service to tourism and trade, but who are not or cannot be an Active Member of the Club.

Sec.  6 Executive Board Alumni.  This is a member that has served on the Executive Board for 4 or more years. 

Sec.  7 Attendance.   Each Active Member shall be required to attend at least 6 meetings in a calendar year.   A member missing 6 meetings shall be notified and placed on probation and reviewed by the Executive Committee.  Following a 3-month probation period, the attendance record shall be re-evaluated and membership canceled if deemed appropriate.

a. RSVP – All prepaid reservations, members and guests  must be received by the Monday prior to the  luncheon – if the check is not received by that day, cost of luncheon will be At-The-Door Price. All cancellations from  members and guests alike, after that Monday, will be non-refundable  and those paying at the door will be responsible for payment.

b. It is Mandatory members RSVP as to whether they will or will not be attending the upcoming luncheon.

ARTICLE  V: Meetings

Sec. 1 Monthly General Meetings.   Meetings shall be held on the 4th Friday of each month, with exceptions considered by the Executive Committee to avoid conflicts, i.e. Thanksgiving and Christmas.

Sec. 2 Installation Meetings.   The July meeting shall be the installation of the new Executive Committee.

Sec.  3 Special  Meetings.   A special meeting of PROST may be called by the Executive Director Upon written request of not less than one-third of the Active Membership, or by a resolution of a majority of the Executive Committee.  Ten days written notice shall be given to the members.

Sec. 4 Executive Committee Meetings.  The Executive Committee shall meet at least twice a year.  A special meeting may be called at any time by order of a majority of the committee.  In the event the Executive Committee consists of six (6) members, at least 4 members must be present to constitute a quorum.

Sec. 5 Minutes.  A copy of the minutes of the Executive Committee meetings and any Special meetings shall be maintained by the Executive Director.

Sec. 6 Voting.  A simple majority vote of the Active Members present at any given meeting shall determine all matters voted upon.  Life and Honorary Members do not have a vote.

Sec. 7 Bylaws.  Executive Committee shall have the power to amend the bylaws at any time.  It is at the discretion of the committee to bring substantive changes to a vote of the membership by simple majority at the monthly meeting.  Any member may at any time, submit, in writing, to the Executive Committee, a proposed Amendment to these bylaws.  In addition, any member that would like to write a message to the membership, concerning Prost matters only, this would be sent through the Executive Director.

AMENDED JANUARY 2011