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NCDO Bylaws

Article I - Name

Section 1. The name of the council shall be the National Council of Destination Organizations, hereafter referred to by the acronym NCDO. NCDO shall be formed within the structure of the Travel Industry Association, hereafter referred to by the acronym TIA, which is the national association of the U.S. travel industry.

Section 2. The office of NCDO shall be at TIA headquarters, 1100 New York Avenue, NW, Suite 450, Washington, DC, 20005-3934, 202-408-8422, FAX: 202-408-1255.

Article II - Purpose

Section 1. The purpose of the council shall be to provide a forum within the structure of TIA for destination organizations to meet, discuss, and resolve tourism-related issues common to the members; and to work in a collective manner for the overall advancement of destination organizations within the travel and tourism industry through TIA.

Section 2. The specific objectives of the council shall be: 1) to provide a communication medium for the members, 2) to provide a voice on national tourism issues, 3) to establish a close relationship between TIA and the grass roots, 4) to develop educational programs that benefit the members, 5) to provide an organized vehicle through which destination organizations can communicate with and interact more effectively with other tourism industry components, 6) to support practices that further the growth and development of TIA and of tourism as an industry.

Article III - Membership

Section 1. Any member of TIA whose organization is classified as a destination organization, with the exception of state tourism offices, automatically shall be a member of the council. Failure to maintain current membership in TIA shall act as resignation from the council membership and any elected or appointed positions.

Article IV - Meetings

Section 1. There shall be an annual meeting of the membership to be held at such time and place as designated by the NCDO Chair. The annual meeting shall feature an annual report to the members as well as the transaction of such other business contained in the notice of such meeting. Notice of the annual meeting signed by the Chair shall be mailed to each member at least thirty (30) days before the time appointed for the meeting.

Section 2. Special meetings may be called at the discretion of the Chair, or upon written request of one-third (33.33%) of the members who are entitled to vote. Notice of any special meeting shall be mailed to each member at least ten (10) days in advance with a statement of the time and place of the meeting and information as to the subject or subjects to be considered.

Section 3. A quorum shall consist of a majority of members, as defined in Article III, appearing in person at any general membership meeting of the council.

Section 4. All questions at the meeting shall be decided by a majority of those present.

Section 5. Robert's Rules of Order shall govern all deliberations. The order of business may be altered or the rules suspended at any meeting by a majority vote of the members present who are eligible to cast a ballot.

Article V - Board of Directors/Officers

Section 1. The Board of Directors shall be the governing body and shall consist of the Chair, Vice Chair, Immediate Past Chair, and up to eighteen directors from the membership appointed by the Chair. In appointing members to the Board, the Chair shall ensure that an appropriate balance of representation is achieved among organization type, size and geographic location. Members of the Board shall serve from the time of appointment until the close of business at the next annual meeting. Directors of the Board shall serve no more than three consecutive terms. A quorum shall consist of a majority of members present. Meetings of the Board shall be called at the discretion of the Chair.

Section 2. The Chair shall be annually elected by the members by ballot, and shall serve for a period of one term. The Chair shall serve no more than two consecutive terms. A term is defined as that period between annual meetings of the council. When present, the Chair shall preside at all meetings, shall be an ex-officio member of all committees, and shall have the power to call special meetings of the members of the Board of Directors for any purpose or purposes. The Chair shall cast the deciding vote on any question in which there is a tie. The Chair shall keep current an official roster of all NCDO members and members of the Board of Directors. The Chair shall also be responsible for having a summary prepared of each council meeting and each meeting of the Board of Directors and for having them mailed to each member not more than sixty (60) days from the date of said meeting(s).

Section 3. The Chair shall have the responsibility, in concert with the Board of Directors, of preparing an annual program of work for the council. The Chair shall also submit to the TIA Board for approval all council recommendations or actions that impose an obligation on TIA or affect the policy or fiduciary responsibilities of the TIA Board. These actions shall be prepared with the concurrence of the NCDO Board of Directors.

Section 4. The Chair shall serve as the official representative for NCDO to the TIA Board of Directors.

Section 5. The Vice Chair shall be annually elected by the members by ballot to serve a term that coincides with that of the Chair. The Vice Chair shall serve no more than two consecutive terms. The Vice Chair shall have such powers and perform such duties as assigned by the Chair and/or the Board of Directors. In the absence of the Chair, the Vice Chair shall preside over all meetings.

Section 6. The Chair shall appoint a Nominating Committee comprised of five (5) members representing different types and sizes of member organizations and coming from different geographic areas within the U.S. and its territories. No officer shall be a member of the committee. It shall be their duty to annually nominate all elective candidates for NCDO. All candidates shall represent different organizations and regions of the country.

Section 7. As need arises, other committees may be appointed by the Chair. Chairs of these committees shall report directly to the NCDO Chair and shall serve at the pleasure of the Chair. Meetings shall be called by the respective committee chairs.

Section 8. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time of its receipt by the Chair. The acceptance of a resignation shall not be necessary to make it effective. An officer and/or member of the Board of Directors may be removed from office for just cause by two-thirds vote from the total membership of the Board of Directors.

In the case of the Chair's resignation, the Vice Chair shall automatically assume the title, duties, and responsibilities of the Chair for the remainder of the Chair's term of office. In the event of the Vice Chair's resignation, or assumption of the Chair's duties, the Chair may appoint a member of the Board to fill the responsibilities of the Vice Chair for the remainder of the Vice Chair's term. In the event of the resignation of a member of the Board, the Chair may appoint an NCDO member to fill the remainder of the term.

Section 9. All members of the Board of Directors shall be entitled to one vote either in person or by proxy on any matter presented for vote at any Board meeting. Should a Director be unable to attend a meeting, his/her proxy may be given to another Board member. Any Board member wishing to exercise his/her vote by proxy must notify the Chair in writing in advance of the meeting naming the individual empowered to cast his/her proxy vote.

Article VI - Financing & TIA Staff Support

Section 1. Administrative costs of NCDO shall be funded from TIA's general membership revenues.

Section 2. Programmatic funds shall be derived through an annual voluntary membership assessment and shall be administered by the Board of Directors who shall report to the membership on the status of such funds at the annual meeting.

Section 3. TIA staff support will be assigned by the TIA President as necessary to implement NCDO programs.

Article VII - Amendments

Section 1. Any amendments to these articles shall be made by a majority vote of the Board.

Section 2. Any proposed amendments must be mailed to the total membership of the council at least sixty (60) days prior to a vote taken by the Board.

Article VIII - Supersedes

Section 1. These Articles supersede any articles, rules, regulations, bylaws, codes, etc., which may have been adopted by the National Council of Area and Regional Tourism Organizations (CARTO) or the National Council of Urban Tourism Organizations (NCUTO) in the past.