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ARTICLE 1: NAME

The name of the Association is: The Association for the Promotion of Tourism to Africa (APTA). The name of APTA may not at any time be changed.

ARTICLE 2: GOAL AND PURPOSE

It is the goal and purpose of APTA to promote tourism to the African continent. APTA will seek to improve tourism to Africa through the education of its membership

ARTICLE 3: MEMBERSHIP

Full active membership in APTA is open to the following:

A) Any individual employed as an agent, tour operator, ground operator or any individual actively engaged in the travel industry interested in promoting travel and tourism to the Continent of Africa and its Islands.
B) Any African tourist office, corporation or company actively engaged in the travel industry interested in promoting travel and tourism to the Continent of Africa and its Islands.
C) Any individual or representative of an African tourist office, corporation or company actively engaged in the travel industry interested in promoting travel and tourism to the Continent of Africa and its Islands.
D) Any individual or representative actively engaged in the arts, culture, education and media promoting tourism to the Continent of Africa and its Islands. Members of this category may be limited in participation in educational trips at the sole discretion of the trip’s sponsor.
E) APTA membership is limited to members in good standing within the travel industry community and or the business community represented.
F) All applications for Individual membership shall be made to the local membership chairperson of APTA and may be subject to the acceptance and approval by a majority of the local Chapter Board. 
G) All applications for Corporate membership shall be made to the Corporate membership chairperson on the Executive Board and may be subject to acceptance by the Executive Board.

ARTICLE 4: MEMBERSHIP CATEGORIES AND DUES

A) Dues 
Active Members (Corporate or Individual) shall be obligated to pay such membership fees and dues plus any periodic assessments in such amounts and at such times as shall be determined by the Executive Board or Chapter Board members of APTA. Any such membership fees and dues or periodic assessments shall be due and owing upon statement of the membership, and failure to pay such membership fees, dues or periodic assessments, shall, at the discretion of the Board, constitute grounds for removal from active membership. No late fees may be attached to current membership fees or dues.

B) Membership Privileges and Voting rights

Active Members of APTA, in good standing, shall be eligible to hold office, receive notices and to participate in the affairs of the Association. Active Members in good standing shall have the right to cast one vote on matters before the membership for its approval. Each active Member shall have one vote to be cast in the annual election for their local Board for each open position. Each Chapter individual member may cast their vote for the Executive Board slate. Each Corporate membership may cast one vote per Company, cast by designated primary contact for the Executive Board slate.

C) Honorary Membership

Those persons, who, in the judgment of the local Board of Board members of APTA, have rendered valuable assistance to the Association, may be granted honorary membership in the association. Honorary Members shall not have voting privileges nor shall they be obligated to pay dues.

ARTICLE 5: EXECUTIVE BOARD

The Executive Board shall establish and oversee operational policies for consistent functioning of Chapters and APTA as a whole. The Executive Board may enter into agreements with other entities on behalf of the whole Association.

A) Eligibility

APTA Members in good standing for one or more years (Individual, Associate or Corporate) may be eligible for election to APTA Executive Board positions.

B) Executive Board

Members of this Board of the Association shall be called the Executive Board of APTA.

C) Number of Board members

The Executive Board shall comprise of at least five (5) voting Board members. The Executive Board of Board members may increase or decrease the number of Board members as necessity directs.

D) Term of Office

Each Board member, with the exception of the initial Board members, shall serve for a period of three years, unless disqualified as specified in this article, and may present Him/Herself for re-election. Following the initial election, Board members may serve up to a maximum of two consecutive terms. Members who have served two consecutive terms may stand for election again after a minimum one-year absence from the Board.

E) Election of Board members

Executive Board members are elected by all members of the association. Each Chapter individual member may cast their vote for the Executive Board slate. Each Corporate membership may cast one vote per Company, cast by designated primary contact for the Executive Board slate.

F) Initial Board members

The initial Board members of the Association shall be selected by the Executive Board members and shall serve terms of office as follows:
1) Two Board members shall serve for a period of one year.
2) The remaining Board members shall serve for a period of two years.

Determination of length of term shall depend on the number of votes tallied for each position.

G) Resignation or Forfeiture of Office

Any Board member shall be considered to have resigned as a Board member of the Association and shall forfeit rights as Board members if the following occurs:

1) The Board member presents a written letter of resignation to all the Presidents of the Association
2) The Board member fails to attend three consecutive meetings of the Executive Board
3) The fees, annual dues, or periodic assessments, remain unpaid by the Board member for a period of sixty days from the date the same are due, regardless whether demand for same has been made or not.
4) The Board member shall be redirected or removed from the Board who does not fulfill the responsibilities of the designated Board position listed in the Procedural Handbook.

G) Vacancies

Vacancies on the Executive Board may be filled by a majority vote of the remaining Board members of the Executive Board of APTA. The member filling the vacancy shall complete the original term of His/Her unfilled term remaining. The appointed Executive Board member may then stand for election for His/Her first elected term.

ARTICLE 6: EXECUTIVE BOARD MEMBERS

A) Designation
The following shall be the designated Executive Board members for the Association:
1) Executive Board Director
2) Chief Financial Officer
3) Corporate Membership
4) Individual Membership
5) Additional Board members as deemed necessary for the operation of APTA

B) Positions
The Executive Board elect each of the Board members to specific task oriented positions. The Executive Board of Directors may increase or decrease the number of positions as necessity directs.

C) Duties and Functions

1) Executive Director: He/She shall be the Executive Director of the Association presiding at all National meetings of the Board of Directors. He/She shall have general charge and supervision of the business and affairs of the Association. He/She shall maintain an interactive link between all Chapters. He/She shall have the authority to solve queries to the best of his/her ability or solve them by a cast of votes by the local Chapter Board of Directors. He/She shall supervise the passage of the Procedural Handbooks to his/her successor at the completion of term. He/She shall retain materials of all activities, letters and correspondences to be handed down to his/her successor. This may be done electronically. He/She shall follow guidelines as directed in the Procedural Handbook.

2) Chief Financial Officer: He/She shall have custody of and be responsible for, all funds, and financial records of the national accounts and shall deposit monies in a depository designated by the Executive Board. He/She shall retain annual reports of each of the local chapters for seven (7) years. He/She shall furnish reports of accounting to the Executive Board at each Board of Directors meeting and shall submit to the local Boards at the National Forum. He/She shall ensure all IRS documents meet the required standards and supervise the submission of all tax records for all APTA Chapters at the end of each fiscal year. He/She shall be an authorized signatory for local Chapter banking account(s). He/She shall follow the guidelines as directed in the Procedural Handbook.

3) Corporate Membership: He/She shall receive, process and record Corporate membership applications and renewals. He/She shall maintain the Corporate Membership roster and provide the roster for posting on the website.

4) Individual Membership: He/She shall collect the membership rosters of the Chapters and maintain a central database of individual members.

5) Additional Positions: The Executive Board may designate task oriented positions at their discretion such as Newsletter, Website, Publicity, Discover Africa and National Forum

ARTICLE 7: CHAPTER BOARDS

A) Local Board

Members of this Board of the Association shall be called Chapter Board members and shall collectively form the governing Board of local APTA Chapters.
B) Number of Board members:

The Board shall be comprised of four (4) voting members. The local Board may increase the number of members as necessity directs.

C) Term of Office

Each Board member, with the exception of the initial Board members, shall serve for a period of three years, unless disqualified as specified in this article, and may present Him/Herself for re-election. Board Members may serve up to a maximum of two consecutive three year terms. Members who have served two consecutive terms may stand for election again after a minimum one-year absence from the Board.

D) Election of Board members

In each year, nominations for open positions shall be elected by e-mail vote of all active Chapter Members in good standing, eligible to vote.

E) Initial Board members

The initial Chapter Board Members of the Association shall be elected by the local Chapter membership and shall serve terms of office as follows:
1) Two Board Members shall serve for a period of one year
2) One Board Member shall serve for a period of two years
3) The remaining Board Members shall serve for a period of three years.

Determination of length of term shall depend on the number of votes tallied for each position.

F) Resignation or Forfeiture of Office

Any Board member shall be considered to have resigned as a Board member of the Chapter and shall forfeit their rights as Board members if the following occurs:
1) The Board member presents a written letter of resignation
2) The Board member fails to attend three consecutive meetings of the local Chapter Board
3) The fees, annual dues, or periodic assessments, remain unpaid by the Board member for a period of sixty days from the date the same are due, regardless whether demand for same has been made or not.
4) The Board member shall be redirected or removed from the Board who does not fulfill the responsibilities of the designated Board position listed in the Procedural Handbook.

G) Vacancies of Board members

Vacancies on the Board shall be filled by a majority vote of the remaining Board members the local Chapter of APTA.

ARTICLE 8: LOCAL BOARD MEMBERS

A) Designation

The following shall be the designated Board members for the local Chapter and include but not be limited to:
1) President
2) Vice President
3) Treasurer
4) Secretary

B) Election

The local Chapter members of APTA shall elect a candidate for each vacancy on the Chapter Board.

C) Selection of Positions

Chapter Board members will determine who will hold which positions at the initial meeting of the newly elected Board.

D) Duties and Functions

The following shall be the duties and functions of each of the mandatory Board members:

1) President. He/She shall have general charge and supervision of the business and affairs of the Association. He/She shall supervise the passage of the Procedural Handbooks to his/her successor at the completion of term. He/She shall retain materials of all activities, letters and correspondences to be handed down to his/her successor. This may be done electronically. He/She shall report to the Executive Board as may be requested. He/She shall follow guidelines as directed in the Procedural Handbook. In the matters of a tie vote, the President shall be authorized to cast the breaking vote.

2) Vice President. He/She shall be empowered to act in the absence of the local President, and at such time, He/She shall have the powers necessary to perform the duties of the local President. He/She shall follow the guidelines as directed in the Procedural Handbook.

3) Secretary. He/She shall have the custody of all books, papers, and records of the local Chapter with the exception of those pertaining to financial matters, which shall be retained by the local Treasurer. He/She shall prepare and serve notice of meetings, record the minutes of the proceedings of all meetings, and present the minutes of the meetings to the Executive Board member. He/She shall compose and send correspondence on behalf of the local Chapter and He/She shall forward copies of the respective President and Program Chairperson. He/She shall follow guidelines as directed in the Procedural Handbook.

4) Treasurer. He/She shall have custody of and be responsible for all funds and financial records of the local Chapter. He/She shall deposit monies of the Chapter in a depository designated by the Board of Board members. He/She shall render a report and accounting to the Chief Financial Officer. He/She shall submit to the local Board reports as may be requested. He/She shall follow the guidelines as directed in the Procedural Handbook.

ARTICLE 9: FORFEITURE OF CHAPTER

A) Any Chapter shall be considered non-active and placed as a non-voting Chapter of the Association and shall forfeit their rights as a Chapter if any two of the following occurs:

1) Individual membership falls below 20 paid members
2) The local Chapter Board falls below four (4) for a period of six months
3) The local Chapter fails to hold a membership activity for a period of six months.
4) Failure to comply with the financial responsibilities as directed by the Executive Board.

Local Chapters shall receive a letter in writing stating the non-compliance from the Executive Board. The letter shall state a reasonable amount of time for satisfying the non-compliance before being placed as a non-voting Chapter and removed from the Association. Any funds remaining in the Chapter Treasury will be sent to the Chief Financial Officer to be maintained.

ARTICLE 10: CHAPTER DISSOLUTION

A Chapter shall be expelled for any deliberate action(s) which irrevocably affects the Association or for failure to correct the reason(s) for suspension.

ARTICLE 11: ANNUAL NATIONAL FORUM

The annual National Forum of the members of APTA shall be held on such date and at such time and place as may be fixed by the Executive Board. A thirty-day (30) notice of such annual National Forum shall be given to all Individual and Corporate members in good standing by notice on the website and e-mail.

ARTICLE 12: QUORUM

Those active Board Members in good standing of APTA represented in person, and in attendance at the annual National Forum or other meetings of the Association, shall consist of two-thirds of the elected Board Members for a local Chapter meeting and two-thirds of the elected Members for an Executive meeting, both rounded to the next whole number. This shall constitute a quorum for the transactions of any business, which may properly come before the meeting. In the case of a tie vote the Chapter President or Executive Board Director shall cast the tie-breaking vote.

ARTICLE 13: COMMITTEES

The local President, with the concurrence of a majority of the local Board members, shall be empowered to establish committees as may be necessary to carry on the functions of the local Chapter. The Executive Board, with the concurrence of a majority of the Executive Board members, shall be empowered to establish committees as may be necessary to carry on the functions of the Association.

ARTICLE 14: PROCEDURAL HANDBOOK

The Procedural Handbook shall serve as a guideline to the rules, procedures, and regulations as so identified within the handbook. Amendments to this handbook shall be allowed for the purpose of fine-tuning the structure of the Association.

ARTICLE 15: AMENDMENTS

The provisions of the Constitution and By-laws may be amended by the majority vote of the active Members in good standing of the Association, with the exception of Article 1, either at an open meeting of membership (such as the National Forum) or by e-mail vote, as determined by the Executive Board.

Revised as of 2014.