THE SOCIETY OF INCENTIVE & TRAVEL EXECUTIVES

BELGIUM CHAPTER

BYLAWS

Art. 1. Name

This Society shall be known as "The Society of Incentive & Travel Executives BeLux Chapter" which is hereinafter referred to as "the Chapter".

Art. 2. Place of Business

The Chapter's place of business shall be at Rue Arthur Diderich 30, 1060 Brussels, Belgium. A change of address  may subsequently be decided by the Chapter Board of Directors.

Art. 3. Affiliation

The Chapter is affiliated with the Society of Incentive & Travel Executives, Incorporated, (hereinafter referred to as "SITE") and Bylaws, Policies, Rules and Regulations of the Society apply to the Chapter.

Art. 4. Membership

Membership of this Chapter shall be unlimited in number but restricted to individuals who:

(a)   Serve in an executive or management position as principals, members or employees of any firm or corporation engaged in the design, promotion, sale, administration, operation or development of travel incentives or who similarly provide non-travel related rewards for motivational programs, and who have a reputation for integrity and sound character and agree to abide by the Society's Bylaws and Code of Ethics and such other rules, regulations or practices as may be adopted;

(b)   Reside within the geographical area of the Chapter as defined by the Chapter in its Chapter Agreement;

(c)   Are committed to furthering the objectives of the Chapter at the time of their admission into membership, and continue to be so committed;

(d)   Comply with all membership application procedures required by SITE and receive final membership approval by SITE's Board of Directors, provided that applicants who are not recommended for membership by the Chapter may appeal directly to the SITE Board of Directors.

Art. 5. Purpose and Objectives

The purpose and objectives of the Chapter shall be the same as those set by SITE's Certificate of Incorporation, including amendments to the Certificate.

Art. 6. Membership Fees

An entrance fee of 75.00 € shall be payable for membership in the Chapter in addition to SITE membership fees. Such fees may only be determined by members of the Chapter at a general meeting.

Art. 7. Termination of Membership

(a)   A SITE member shall be entitled to resign membership at any time by notice in writing to the Chapter Board of Directors and SITE, but such member shall remain liable to fulfill all obligations for the current financial year and to pay any special assessments due prior to the receipt of his notice of resignation.  Resignation of SITE membership implies automatic resignation of Chapter membership as well.

(b)   The Chapter Board of Directors may recommend to SITE's Board of Directors to suspend or terminate the membership of any member in the Chapter in the event of a breach of these Bylaws.

(c)   Before recommending the suspension or termination of a member's membership, the Chapter Board of Directors shall give that member notice in writing of the reasons for its intention, and a fair and reasonable opportunity to show cause why the membership should not be suspended or terminated.

(d)   The Chapter Board of Directors shall determine the procedure to be followed by the Chapter with SITE's approval in anydisciplinary action against a member.

(e)   A member involved in a disciplinary action has an independent right of appeal to SITE's Board of Directors. 

Art. 8. Board of Directors

(a)   The day-to-day management, administration and control of the Chapter shall be vested in a board of from three to six Directors, who shall be elected by the members present at the Annual General Meeting (AGM) who are entitled to vote. Until the first AGM of the Chapter, the Board of Directors shall be appointed by the Interim Chapter President, who shall be approved by the SITE Board of Directors.

(b)   Any active SITE and chapter member in good standing for one year is eligible for nomination and election as a Director.

(c)   The membership will elect the desired number of Directors with varying terms of one, two or three years in order to establish rotating terms of three years for Directors.

Art. 9. Vacation of Office by Directors

The office of Director shall be automatically vacated if: 

(a) a Director submits a written notice of resignation to the Chapter Secretary; or

(b) a Director is removed from office for cause by a two-thirds vote of the members of the Chapter Board or by a two-thirds vote of mail ballots received from members.If any vacancy shall occur, the Directors may, by resolution, fill the vacancy with a member in good standing of the Chapter who has been a member for at least one year.  

Art. 10. Meetings of the Board of Directors

(a)   Meetings of the Board of Directors may be called by the Chapter President or any two Directors and shall be held at a time and place to be determined by the Directors, provided five days notice of such meetings is sent in writing to each Director.  No error or omission in giving notice of any meeting of the Board of Directors of the Chapter shall invalidate such meeting or make void any such proceedings, and any Director may at any time require notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

(b)   The Directors, as such, shall not receive any remuneration for their services.  Nothing herein contained shall be construe  to preclude any Director from serving the Chapter as an Officer or in any capacity and receiving compensation therefore.  The Directors shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred in the performance of his duties; and provided further that any Director who is engaged in, or is a member of a firm engaged in, any business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Chapter and so authorized by the Chapter Board of Directors.

(c)   A written resolution signed by all the Directors shall be as valid as a resolution duly passed at a meeting of the Board of Directors.

(d)   A Director shall hold office until January 1 following the election of a successor.  

Art. 11. Powers and Duties of Directors

(a)   The Directors shall have power to authorize expenditures on behalf of the Chapter, and may delegate by resolution to an officer(s) of the Chapter, the right to employ and pay salaries to employees.  The Directors shall have the power to make expenditures for the purpose of furthering the objectives of the Chapter.  The Directors shall have the power to enter a trust arrangement with a Trust Company, for the purpose of creating a Trust Fund in which the capital and interest may be available for the benefit of promoting the interests of the Chapter in accordance with such terms and conditions as the Board of Directors may prescribe.

(b)   The Board may appoint such agents and engage such employees as it shall deem necessary from time to time, and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.

(c)   The remuneration of all Chapter agents and employees shall be fixed by the Chapter Board of Directors. 

Art. 12. Officers

(a)   The Officers of the Chapter shall be a President/Chairman, Vice President/Vice Chairman, Vice President-Education, Secretary and Treasurer, and such other officers as the Board of Directors may determine.

(b)   The Officers of the Chapter shall be elected at the AGM by the Board of Directors from those Directors who were elected by the membership.  The Board may remove, at its pleasure, any such Officer with a 2/3 vote.

(c)   The Officers of the Chapter shall hold office for two years beginning January 1 and until their successors are elected or appointed.

Art. 13. Powers and Duties of Officers

(a)   The President/Chairman shall be the Chief Executive Officer of the Chapter and shall preside at all meetings of the Chapter and the Board of Directors.  The President shall have the general and active management of the business of the Chapter, and shall see that orders and resolutions of the Board are carried into effect.

(b)   The Vice President/Vice Chairman shall, in the absence or disability of the President/Chairman, perform the duties and exercise the powers of the President/Chairman, and shall perform such other duties reasonably imposed by the Board of Directors.

(c)   The Vice President, Education shall be responsible for coordinating the development and presentation of local education programs, and shall perform such other duties reasonably imposed by the Board of Directors.

(d)   The Treasurer shall have the custody of the Chapter funds and securities and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements in books belonging to the Chapter and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Chapter and in such depositories as may be designated by the Board of Directors.The Treasurer shall disburse the funds of the Chapter as may be ordered by proper authority, taking proper vouchers for such disbursements, and shall render to the President and Directors at their regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial position of the Chapter.  The Treasurer shall also perform such other duties determined by the Board of Directors.

(e)   The Secretary shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all votes and minutes and proceedings in the books to be kept for that purpose.  The Secretary shall give or cause to be given notice of all meetings of the members and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or President/Chairman.  

Art. 14. Indemnities

Every Director or Officer of the Chapter or other duly authorized person who has undertaken or is about to undertake any liability on behalf of the Chapter, or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively shall be indemnified and saved harmless out of the funds of the Chapter from and against:

(a)   All claims, costs and charges whatsoever which such Director, Officer or other person suffers or incurs in connection with any action, suit or proceedings which are brought, commenced or prosecuted against him, or the Chapter, or in any respect of any act, deed, matter or thing whatsoever lawfully made, done or permitted by him, in or about the execution of the duties of his office or in respect of any liability.

(b)   All other reasonable costs, charges and expenses which he properly sustains or incurs in or about, or in relation to the affairs of the Chapter, except such costs, charges or expenses are occasioned by his own willful neglect or default.

Art. 15. Finance and Audit

(a)   The fiscal period of the Chapter shall be based on a calendar year, from January 1 through December 31.

(b)   The Treasurer shall prepare a budget for the Chapter for approval by the Board of Directors no later than 45 days before the beginning of SITE's fiscal year.

(c)   Two persons not members of the Board of Directors shall be appointed as auditors each year.  They shall audit each year's accounts and present a report upon them to the AGM.  They may be required by the President to audit the Chapter's accounts for any period within their tenure of office at any date and make a report to the Board of Directors.

Art. 16. Meetings

(a)   The AGM of the members of the Chapter shall be held between October 1 and December 31.  At every AGM, in addition to any other business that may be transacted, the report of the Directors, the financial statements and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year.  The members may consider and transact any business either special or general, at any meeting of the members.
The Board of Directors, the President/Chairman or the Vice President/Vice Chairman shall have the power to call at any time a Special General Meeting of the members of the Chapter.  In addition, at the written request of 25% or more of the members, the Secretary shall be required to call a Special General Meeting.

(b)   Fourteen days prior written notice shall be given to each member of any Annual or Special General Meeting of members.  25% of the members eligible to vote must be present, in person, at the meeting to constitute a quorum.  Each member present, in person, shall have the right to exercise one vote.  In the event of there being no quorum, the meeting shall be adjourned to a day within the next fourteen days and shall be held at a place and time to be appointed and should the number then present be insufficient to form a quorum, but they shall have no power to alter, amend or make additions to any of the existing rules.

(c)   No error or omission in giving notice of any Annual and General Meeting or any adjourned meeting, whether annual or general, of the members of the Chapter shall invalidate such meeting or make void any proceedings taken thereat, and any member may, at any time, waive notice of any such meeting and ratify, approve and confirm any or all proceedings taken or had thereat.  The address for the purpose of sending notice to any member, Director or Officer shall be the last address recorded on the books of the Chapter.

(d)   Any member who wishes to place an item on the agenda of a general meeting may do so provided the member gives notice to the Secretary one week before the meeting is due to have been held.

(e)   A written resolution signed by 60% of all the members shall be as valid and effective as if it had been passed at a general meeting of the members.

(f)   Votes can be cast in person or by proxy. Proxies must be given in writing (letter, fax, e-mail). A maximum of five proxy votes can be exercised by one proxy person. Proxies can be transferred to other persons who are present and authorized to vote at Chapter meetings.

Art. 17. Amendment of Bylaws

Bylaws of the Chapter may be enacted and the Bylaws repealed or amended by a majority vote of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds of the members present, in person or by proxy, at a meeting duly called for the purpose of considering the said bylaw.  Such repeal or amendment of any Bylaw shall not come into force without the prior sanction of the SITE Executive Committee.

Art. 18. Voting at General Meeting

At all meetings of members of the Chapter every question shall be determined by a simple majority of votes except as otherwise mentioned in these Bylaws.

Art. 19. Signature and Certification of Documents

Contracts, documents or any instruments in writing, requiring the signature of the Chapter shall be signed by any two of the President/Chairman, Vice President/Vice Chairman, Vice President-Education, Secretary, Treasurer or Directors, and all contracts, documents and instruments in writing, so signed, shall be binding upon the Chapter without any further authorization or formality.  The Directors shall have power, by resolution, to appoint an officer(s) on behalf of the Chapter, either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.

Art. 20. Rules and Regulations

The Board of Directors may prescribe such rules and regulations not inconsistent with these Bylaws and the Bylaws, policies, procedures and regulations of SITE, relating to the management and operation of the Chapter as they deem expedient, provided that such rules and regulations shall have force and effect only until the next AGM of the members of the Chapter, when they shall (subject to resolution) be confirmed and in default of confirmation at such AGM of the members, shall at and from that time, cease to have force and effect.

Art. 21. Dissolution of the Chapter

a)   The Chapter shall not be dissolved, except (a) with the consent of not less than three-fifths of the members of the Chapter at a
Special General Meeting convened for the purpose;

(b) for failure to meet specific minimum requirements as described in the SITE
Chapter Policies, Procedures & Operations Manual; or,

(c) on approval of the SITE Board of Directors on reasonable grounds and in
accordance with reasonable procedures.  For example, the SITE Board of Directors may vote to dissolve a CHAPTER if (1) at least
51% of the CHAPTER membership petitions the Board to dissolve or otherwise reorganize the chapter; (2) the CHAPTER is in
violation of federal, state or local law; or, (3) the Board believes such dissolution to be in the best interest of the Society.  The SITE
Board of Directors shall give the CHAPTER Board of Directors at least 60 days written notice of such intent to dissolve the CHAPTER.
 
b)   In the event of the Chapter being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Chapter shall be fully discharged, and the remaining records and funds, including SITE seminar materials, will be forwarded to SITE Headquarters.