Article 1: Name of Organization 

The name of this organization shall be the Alamo Area Hospitality Association, Inc.  Herein referred to as AAHA, Inc. 

Article 2: Objectives & Code of Ethics 

Section 1: Purpose 

To plan and implement ways and means of promoting, selling, developing, and enhancing San  Antonio’s hospitality and service industry offerings.  

To work alongside and support organizations that promote San Antonio’s hospitality, service,  and tourism industries and other organizations directly impacted by the Hospitality Industry. 

To encourage a high standard of professional conduct among all people engaged in the  hospitality industry. 

Section 2: Code of Ethics 

Members represent AAHA, Inc. and the San Antonio hospitality, service, and tourism industries.  Members should strive to maintain sound business practices and uphold high ethical standards.  Members are encouraged to participate in activities for social and civic betterment and accept  every opportunity to use professional skills to support initiatives of the hospitality and tourism  industry and community at large. 

Article 3: Membership 

Section 1: Eligibility 

Membership of AAHA, Inc. may be extended to persons employed in the hospitality, service,  and tourism and industries that meet the following requirements set by the Board of Directors. 

Section 2: Membership 

Any individual employed promoting, selling, San Antonio’s hospitality and service industry  offerings is eligible for membership. The entity is determined by the person or business who  purchases the membership.  

Definition of Membership 

A. Primary Membership: First membership purchased by the entity and holds authority  for designation of secondary memberships. The entity is defined and determined by the business or the organization that purchases the membership. 

B. Secondary Membership: Subsequent members from the same entity.  

1. Designated Memberships: Each entity can own up to five (5) voting  

designated memberships.  

2. Floating Memberships: Entities may own unlimited floating membership  which do not carry voting rights.

C. Student Membership - a student pursuing studies in a hospitality-related field in an  accredited educational program may apply for a student membership. This membership  may be carried so long as the individual is enrolled in a qualified course of study for at  least one semester of that year. 

Student membership shall enjoy the benefits and privileges of the organization but are not  eligible to vote on AAHA Inc. issues or serve on the Board of Directors. This is an  individual membership. 

D. Legacy Membership – Any individual who is semi-retired or is no longer employed  full time and has been a member of AAHA, Inc. for 10 years or more may apply for  Legacy Membership. This Membership is entitled to full benefits and voting rights.  

Section 3: Application for Membership 

Applications should be submitted to AAHA, Inc.  

AAHA Inc. Membership will be considered by the Board of Directors within 30 calendar days of  application. All applications must be accompanied by membership dues. If an application for  membership is denied, dues will be returned within ten business days. 

Section 4: Termination of Membership 

A membership may be terminated by a majority vote of the Board of Directors if a member is no  longer employed in the hospitality or qualifying industry or fails to uphold the ethical standards  of AAHA, Inc., as determined by the Board of directors. Written notification will be extended to  those whose memberships are terminated. No membership dues will be refunded, but employers  will have the option of transferring the vacated membership to another employee of their  organization for the duration of membership, pending approval of the AAHA, Inc. Board of  Directors. 

Article 4: Dues 

Section 1: Establishments 

Dues shall be established by the Board of Directors and reviewed annually. Dues for the  following year must be communicated to the membership no later than November 1st. The  membership roster shall reflect only those members whose dues are current. 

Section 2: Dues Payment 

Membership status is one year and will start at the time of payment and renewed on that  anniversary. Notice of membership renewal will be sent during the calendar month preceding  expiration. Membership will lapse if not renewed by the expiration date. 

Section 3: Refunds 

No dues shall be refunded to any member whose membership terminates for any reason either  voluntary or involuntary. 

Section 4: Membership Aid 

AAHA, Inc. members are eligible for membership aid offered by the AAHA, Inc. Board of  Directors. All applicants must be active members of AAHA, Inc. for at least 12 consecutive  months prior to submitting the application. Membership aid may be awarded to the same 

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individuals only once every three years. All applications will be evaluated by a committee  chosen by the President and awarded based on a point system. Recipients will be notified at least  two months prior to their next membership renewal date.  

All applicants must be willing to serve on at least one committee or serve six volunteer hours  during the 12-month period after the aid is awarded. If the applicant cannot or is unwilling to  serve after aid is awarded, full payment for the membership year will be billed to the applicant  and membership will be terminated if not paid. Future membership is at the discretion of the  Board once balance due has been paid.  

Article 5: Executive Committee Officers 

Section 1: Elected Officers 

The officers of AAHA, Inc. shall be the President, Immediate Past President, Vice-President,  Treasurer, and Secretary herein referred to as Executive Committee. Executive committee is  empowered to make decisions between Board meetings with a majority vote. 

Section 2: Term of Office 

The term of office shall commence with the close of the meeting in December. Executive Board  members may serve a maximum of three years in any single position with a maximum of five (5)  years total. 

Section 3: Compensation 

All elected officers shall serve without salary. 

Article 6: Duties of Officers 

Section 1: President 

The President shall preside at all meetings, shall appoint all standing and special committees,  serve as ex-officio member of all committees, with the right to vote and perform such other  duties and functions as are necessary to the office as required by a majority vote of the Board of  Directors. 

Section 2: Immediate Past President 

The Immediate Past President shall assume the duties of the President at her or his request or as  designated by majority vote of the Board of Directors.  

Section 3: Vice President 

The Vice President shall assume the duties of the President at her or his request or as designated  by majority vote of the Board of Directors.  

Section 4: Secretary 

The Secretary shall serve a term of two (2) years. The Secretary shall keep any records except for  financial/membership and take minutes of all Board meetings. The minutes from the monthly 

Board of Directors meeting are to be emailed to Directors within five (5) working days of the  meeting. 

Any Executive Committee minutes shall be presented at the following meeting of the general  Board of Directors. 

Section 5: Treasurer 

The Treasurer shall serve a term of two (2) years. The Treasurer shall maintain all the records of  the accounts of AAHA, Inc. and oversee the preparation of state and federal reports and forms as  may be required and shall make an annual inventory of all property and possessions of AAHA,  Inc.  

The Treasurer shall be required to give bond in such amounts as may be directed by the Board of  Directors (cost being paid by AAHA, Inc.). 

Article 7: Board of Directors 

Section 1: Composition 

The Board of Directors shall consist of the Executive Committee and no less than four (4)  directors. No member on the Board shall hold more than one (1) voting position. 

Section 2: Authority and Responsibilities 

The Board of Directors shall be given authority by the membership to manage, plan and develop  all activities of the organization. The Board of Directors will represent the membership in  formulating positions on issues of interest to the local hospitality industry. The Board of  Directors shall solicit the input of the membership when identifying charitable organizations to  support financially on an annual basis. The Board of Directors may adopt such rules and  regulations for the conduct of its business as shall be deemed advisable and may, in the  execution of the powers granted, delegate certain of its authority and responsibilities to the  Executive Committee. 

Section 3: Terms of Office 

The members of the Board of Directors shall hold office for a maximum of three (3) consecutive  years. After three (3) years, they are not eligible for another term until one (1) year has elapsed,  unless advancing to an Executive Committee position. In the lieu of a vacancy, a qualified  candidate will be nominated, and a special election will be held. Terms of office maybe  extended at the Boards discretions with a majority vote. 

Section 4: Presidential Advisory Board 

The members of the Advisory Board shall hold office for one (1) year. Three (3) persons selected  by the incoming President as advisors to the President without voting privileges.  

Section 5: Compensation 

All Board of Directors shall serve without salary. 

Section 6: Removal from Board of Directors

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A member of the Board of Directors shall be removed from the Board by a majority vote of the  remaining members. Any Board Member missing four (4) Board meetings within the fiscal year  without approval and/or failure to perform, or for any other sufficient cause is subject to removal  from the Board, at the Board’s discretion. Should a Board position be vacated whether voluntary  or involuntary, the president may appoint a replacement to finish the current vacated term until  approval by the Membership via special election as outlined in Article 11, Section three (3). Any  appointed positions will serve without voting privileges. 

Section 7: Qualifications 

Any active member in good standing is eligible to serve on the Board provided they have served  at least one (1) year as an active member in good standing, or at the Executive Committee’s  discretion. An elected member must serve for at least one year to qualify for Vice President. 

New officers will be installed at the December meeting and serve January to December of the  upcoming year. 

Article 8: Executive Committee 

Section 1: Members 

The Executive Committee shall, consist of the President, Immediate Past President, Vice  President, Treasurer, and Secretary. The President can appoint a replacement if a position is  vacated on the Executive Committee, as stated in Article 7, Section six (6).  

Section 2: Authority and Responsibilities 

The Executive Committee may act in place of the Board of Directors between meetings except  for those matters specifically reserved to the Board of Directors as outlined to Article six (6) Sections two (2) and three (3) and Article seven (7) Section three (3). Committee shall report to  the Board at the next Board meeting. 

Section 3: Special Meetings 

The Executive Committee may convene at the call of the President or at the request of two (2)  members of the Executive Committee. 

Article 9: Committees 

Special Committees 

The President shall appoint committees as necessary. 

Article 10: Meetings 

Section 1: Regular Meetings 

Meetings will be held monthly. 

Section 2: State of the Association

At the January meeting, the outgoing president, with the advice and consent of the Board of  Directors, shall deliver a State of the AAHA Inc. report; the incoming president shall deliver a  vision statement for the upcoming year.  

Section 3: Notice of Meetings 

Written notice of any AAHA, Inc. meetings in which official business of the AAHA Inc. is to be  conducted shall be emailed to the last known address of each member. 

Section 4: Quorum 

Monthly Meeting: quorum is established with 51% of the voting members in attendance.  Board Meetings: quorum is established with 51% of the Board.  

Article 11: Voting 

Section 1: Voting 

At all meetings of AAHA, Inc. in which business is to be conducted, each member in good  standing shall have one (1) vote. Voting procedures shall be established by the Board of  Directors. Proposals and amendments must receive support from at least 51% of the voters  present to be adopted. 

Section 2: Nominations 

Nominating Committee 

1. The nominating committee shall be appointed by the President ninety (90)  calendar days prior to the election date to propose to members for the Board positions  and shall consist of not less than three (3) nor more than five (5) active members, and  one of who shall include the Immediate Past President who shall Chair the committee.  If the Immediate Past President is not available, the current President shall appoint a  Chair who is not returning to the Board of Directors. 

2. Request nominations from the membership for Board positions sixty (60) calendar  days prior to the release of the ballots. 

3. Will report to the Board those members nominated for the open Board positions. 4. Will create the ballot for the membership prior to the election date. 

Section 3: Special Elections 

1. In the event of a single Board vacancy, the Immediate Past President may  schedule a special election to approve the appointment of the president. The  nominee must be presented to the membership seven (7) days prior to the vote.  

2. In the case of multiple Board vacancies, the Immediate Past President shall call a  special election following nominating committee procedures. The slate of  nominees must be presented to the membership seven (7) days prior to the vote.  

Article 12: Finance 

Section 1: Fiscal Period 

The fiscal year of AAHA, Inc. shall begin January 1st and end December 31st.

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Section 2: Bonding 

A trust or surety bond may be provided for the President and Treasurer of the AAHA, Inc.  Amount of such bond shall be determined by the Board and cost paid by AAHA, Inc. 

Section 3: Budget 

The Board of Directors should adopt an annual operating budget in the fourth quarter covering  all activities of AAHA, Inc. for the upcoming year. The Treasurer shall present a financial report  to the general membership at the Annual Meeting in the first quarter. 

Section 4: Audit Committee 

The AAHA, Inc. Treasurer shall annually select a local certified public accountant to conduct an  independent audit of AAHA, Inc. accounts and submit reports to the Executive Committee to be  presented to the Board of Directors at their next scheduled meeting. 

1) Makes a special audit at the request of the President or Board of directors. 2) Makes a final audit after the election and before the books are released to the  incoming treasurer. 

3) President and Treasurer to review the budget & have CPA review and approve. Section 5: Treasurer presents a monthly reconciliation of bank accounts at each Board Meeting. Article 13: Amendments 

The AAHA, Inc. bylaws may be amended by a 51% vote of the members present at any meeting,  provided the proposed amendments are set forth in writing via email or letter, and sent to the  membership at least 72 hours before a scheduled vote, having been proposed by the Board of  Directors. 

Article 14: Miscellaneous 

Section 1: Use of Funds 

Operation and use of funds: No part of the net earnings of the AAHA Inc. shall insure to the  benefit of any Member or person except AAHA Inc. AAHA Inc. shall be authorized and  empowered to pay reasonable compensation for services rendered. All laws governing  incorporation shall apply. 

Section 2: Benevolent Funds 

A monetary reserve will be kept helping those in the industry who are in need due to a loss in the  family, an accident, etc. The President can distribute the benevolent funds with a majority vote  from the Board of directors.  

Section 3: Dissolution 

In the event of dissolution of AAHA, Inc. all funds exceeding authorized AAHA, Inc liabilities,  will be transferred to a local charitable organization or organizations, as directed by the Board of  Directors. 

Section 4: Parliamentary Authority

AAHA will follow Roberts Rules of order for Parliamentary Procedures.

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