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NCSTD Bylaws - Amended March 6, 2002

The mission of the NCSTD is to leverage the collective strength of state tourism offices to influence public policy, and to provide leadership and the forum for information sharing and education on issues impacting tourism.     _______________________________________

Article I - Name

Section 1. The name of the council shall be the National Council of State Tourism Directors (NCSTD), hereafter referred to as the Council. The Council shall be formed within the corporate structure of the Travel Industry Association of America, hereafter referred to as TIA, which is the national association of the U.S. travel industry.

Section 2. The office of the Council shall be at TIA headquarters, 1100 New York Avenue, NW, Suite 450, Washington, DC 20005-3934.

Article II - Membership

Section 1. Any State Tourism Director, hereafter referred to as STD, STD being the one person from each of the fifty United States of America and American Samoa, Guam, Mariana Islands, Puerto Rico, Virgin Islands and the District of Columbia, and who was either appointed by the Governor or is the Governor's officially recognized representative, and who agrees to abide by these guidelines and any lawful amendments thereto; shall be a member of the Council during the term of his/her appointment. In the event a clarification is needed as to the person to represent the state, territory or district, a decision shall be reached by a two thirds (2/3) vote of the Board of Directors, hereafter referred to as the Board. The decision of the Board shall be final.

Article III -Mission

Section 1. The mission of the National Council of State Tourism Directors is to provide leadership and a unified national voice on travel industry issues, programs, and public policies and to facilitate communications, professional development, and the exchange of ideas.

Section 2. The Council shall serve as a forum and channel for communication between STD's and to:

• provide an organized vehicle within TIA so STD's can relate more effectively with other industry components;
• strengthen overall purposes and objectives of TIA;
• enhance professionalism of STD's;
• develop programs of common concern and benefit to state governments' tourism offices;
• provide national voice of STD's in all industry affairs;
• develop increased recognition of tourism's importance at the state level;
• be a sponsor for educational programs for STD's with TIA;
• be a mechanism for influencing government action and organizational programs which may affect state tourism offices and the travel industry; and
• develop other programs or services that the STD's, acting through the Council, may wish to develop that would further the success of the goals of the U.S. travel industry.

Article IV - Financing

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

Article V - Council Staff Assistance Support

Section 1. Services. TIA staff support to carry out the administrative and programmatic activities of the Council will be assigned by the TIA President in consultation with the Chair of the Board of the Council.

Article VI - Meetings

Section 1. Annual. There shall be an annual meeting of the Council, which shall be ordered by the Board of Directors for receiving the annual reports and 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 the last recorded address of each member at least twenty (20) days before the time appointed for the meeting.

Section 2. Special. Special meetings of the Council may be called by the Chair upon the written request of thirty (30) percent of the members of the Council who are entitled to vote. Notice of any special meeting shall be mailed to each member at his/her last recorded address 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. Quorum. Twenty (20) Council members, appearing in person or represented by proxy, at any general membership meeting of the Council, shall constitute a quorum. In case there be a lesser number present during the course of the meeting, the presiding officer may adjourn the meeting from time to time until a quorum is present.

Section 4. Voting. All questions contained in the notice of the meeting shall be decided by the majority of those voting. No business, other than that stated in the notice of the meeting, shall be transacted without a majority vote.

Section 5. Proxies. All individual members, designated as such under Article II, Section 1., shall have the right to vote in person or by proxy on any matter duly presented for vote at any general membership meeting. Any individual desiring to exercise his/her vote by proxy shall notify the Chair in writing in advance of any vote on which said vote by proxy will be exercised by the individual eligible to attend such meeting, who is empowered to cast said vote. The proxy should be given to another State Tourism Director or other designated representative. No single individual, acting as proxy, shall be entitled to cast more than one (1) proxy vote. Any council member designated as a proxy retains the right to cast his or her own vote in addition to the proxy vote. The Board is empowered to interpret and otherwise administer this Section, and in the case of any dispute or controversy, a decision of the Board shall be final.

Section 6. Rules. The order of business may be altered or suspended at any meeting by a majority vote of the members present who are entitled to vote. "Roberts Rules of Order" shall govern all deliberations when not in conflict with these Articles.

Article VII - Board of Directors/Officers

Section 1. The Board of Directors will be the governing body of the Council and will consist of a Chair, Vice Chair, and eleven (11) Directors-at-Large, all of whom will be elected from the membership at large. To be elected to the Board, the director's state/territorial office must be a member of TIA during his/her term of office.

Section 2. Directors-at-Large. Directors-at-Large will serve two-year terms with half of the terms expiring each year. No director may serve more than two consecutive terms.

Section 3. Officers. A Chair and Vice Chair will be annually elected to a one-year term of office and will serve as officers of the Board of Directors and of the Council. The term of office shall be for a period of approximately one (1) year running concurrently to begin at the end of the NCSTD annual meeting in the year elected and to end at the end of the NCSTD annual meeting the following year. Neither the Chair nor the Vice Chair may serve more than two consecutive terms.

Section 4. Chair. The Chair, when present, shall preside at all meetings of the Council and of the Board, shall be a member ex-officio of all committees, and shall cast the deciding vote on any question in which there is a tie vote. The Chair shall keep current an official roster of all Council members and of all Board members. The Chair shall also be responsible for having minutes recorded of each Council meeting and of each Board meeting and for having them mailed to each member, at his/her last recorded address, no more than thirty (30) days from date of such meeting.

The Chair shall have the responsibility of preparing and submitting to the Board for its approval, a project budget for the Council and annual program for the Council for the calendar and fiscal year January 1 through December 31, which shall be prepared with the concurrence of the Executive Committee of the Board.

The Chair shall serve as the official representative for NCSTD to the TIA Board of Directors, or will appoint a State Tourism Director who is a current member of TIA to represent the Council.

Section 5. Vice Chair. The Vice Chair shall have such powers and shall perform such duties as shall be assigned him/her by the Directors and/or the Chair. In the absence of the Chair, the Vice Chair shall preside over all meetings. In the event both the Chair and the Vice Chair are absent, a Board member in attendance shall be selected by majority vote of those present for the purpose of presiding at said meeting.

Section 6. Election. The election of the officers and directors shall take place by mail ballot at least sixty (60) days prior to the NCSTD annual meeting and the results shall be reported at the annual meeting.

Section 7. Resignations. In the event the Chair and/or Vice Chair cannot fulfill the duties of the respective office due to position change, illness, or resignation, the Chair/Vice Chair should note this fact in writing to the Board in order that an election of the office needed to be filled can be held as soon as convenient.

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, a new Vice Chair shall be selected at large from the membership of the Council at a regular or specially called meeting by the Chair, or an election may be held by mail within sixty (60) days of said resignation.

Any director, member of a committee, 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 may be removed from office for just cause by a two-thirds (2/3) vote of the total membership of the Board.

Section 8. Board Vacancies. In the event a member of the Board can no longer serve, the Chair shall appoint, with approval of the Board, a qualified state tourism director to fill such vacancy, who shall hold office until the end of the unexpired term.

Section 9. Organizational Meeting. The newly constituted Board, at the beginning of its term, shall hold a meeting for the transaction of business as soon as practicable after the annual meeting of the Council.

Section 10. Meetings. Meetings of the Board shall be held at least twice a year, and when practical, correspond with TIA Board of Director's meetings. Special meetings of the Board may be called by the Chair on ten (10) days written or telegraphic notice to each Director.

Section 11. Powers of Directors. The Board shall manage the business of the Council, shall control and direct its affairs, shall determine its policies or changes therein within the limits of law of these Articles, and shall actively prosecute its objectives. It may adopt such rules and regulations for the conduct of its business as it shall deem advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 12. Committees. There shall be a Chair of each committee appointed by the Chair of the Board.

Section 13. Executive Committee. There shall be an Executive Committee whose membership shall comprise the Chair and Vice Chair of the Board and two (2) members of the Board appointed by the Chair with the concurrence of the Board. They shall have, and may exercise, the powers of the Board in the management of business and affairs of the Council between regular meetings of the Board. A majority of the committee shall constitute a quorum for the transaction of business, and they shall keep a record of all their proceedings and report to the Board at the next succeeding meeting. The purpose of the Executive Committee is to provide for a timely transaction of the Board's business and affairs and is not to set policy for the Board.

Section 14. Nominating Committee. There shall be a Nominating Committee comprised of five (5) members appointed by the Chair. No officer shall be a member of this committee. It shall be their duty to nominate all elective candidates for officers and directors of the Council, as well as to propose and draft resolutions on matters of interest to the Council and to consider and recommend all amendments to the Council's bylaws. In nominating candidates for the Board, the committee will strive for a balance that includes geographic representation as well as representation of both small and large states, based on tourism impact.

The report of the Nominating Committee shall be mailed, along with a ballot, to all Council members. Council members shall return their ballots to TIA headquarters (c/o NCSTD Nominating Committee Chair) on or before the due date shown on the ballot. Non-receipt of ballots, where only one nominee is declared for each office by the due date, will be counted as an affirmative vote.

Section 15. Other Committees. The Chair shall appoint such other standing and special committees as deemed necessary from time to time.

Section 16. Quorum. A quorum for the transaction of business at any Board meeting shall consist of a simple majority of elected members of the Board.

Section 17. Voting. All members of the Board shall have one vote. An elected member of the Board shall have the power to designate a representative from his/her respective region if that elected member or alternate is unavailable; however, only one vote per region will be permitted. The designated representative shall be a member of TIA.

Section 18. Proxies. All elected Board members shall have the right to vote in person or by proxy on any matter duly presented for vote at any Board meeting. If the elected member is unavailable, his/her proxy may be given to another Board member (or other designated representative); however, no single individual, acting as proxy, shall be entitled to cast more than one (1) proxy vote. Any board member designated as a proxy retains the right to cast his or her own vote in addition to the proxy vote. Any individual desiring to exercise his/her vote by proxy shall notify the Chair in writing in advance of any vote on which said vote by proxy will be exercised of the individual eligible to attend such meeting, who is empowered to cast said vote. The Chair is empowered to interpret and otherwise administer this section, and in the case of any dispute or controversy, a decision by the Chair shall be final.

Section 19. Order of Business. The order of business may be altered or suspended at any meeting by a majority vote of the members present who are entitled to vote. "Robert's Rules of Order" shall govern all deliberations when not in conflict with these Articles.

Article VIII - Amendments

Section 1. Any amendments to these Articles shall be made by two-thirds (2/3) majority vote of the total 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 IX - Supersedes

Section 1. These Articles supersede any articles, rules, regulations, bylaws, codes, etc., which may have been adopted by a national organization of state tourism offices in the past.