INTERNATIONAL FORUM OF TRAVEL AND TOURISM ADVOCATES REGULATION OF DOMESTIC AFFAIRS
GENERAL PRINCIPLES GOVERNING CONDUCT OF IFTTA AFFAIRS
Article 1: Fundamentals
1. Members, sections, chapters, affiliates, officers and those authorised to act on behalf of IFTTA shall act in accordance with the IFTTA Bylaws, these Regulations, and the decisions of the Board and/or General Meeting in furtherance thereof..
2. IFTTA is an independent voluntary association of persons sharing a common commitment to travel and tourism law which is beholden to no public, private or vested interest.
Article 2: Furtherance of IFTTA Objectives
In furtherance of the Objectives set out in Article 2 of the Bylaws, IFTTA shall, amongst other things:
(a) organise and support conferences and other events:
(b) track developments in the field of travel and tourism law, by collecting and distributing relevant information and material especially by electronic means;
(c) provide a resource for Members and others of travel and tourism law information, such as relevant treaties, conventions, legislation, agreements, case-law, analysis and commentary;
(d) co-operate with supra-national and national governments, governmental and non-governmental institutions, either of public or private origin, as well as other national and international organisations, with the same or similar objectives as IFTTA or which are engaged in travel and tourism issues:
(e) promote awareness and understanding of the central role of travel and tourism law in facilitating and regulating travel and tourism:
(f) any other legal means which are suitable to realize its objectives.
Article 3: IFTTA Values
The business and activities of IFTTA, and of its Members, when acting in that capacity, shall be conducted in accordance with:
- the spirit of friendship, fellowship and mutual respect;
- the ideals of inclusiveness and good faith;
- the principles of equality and mutual respect for all types of jurisdiction and legal systems;
- freedom of expression;
- respect for the rule of law.
Article 4: Global and Regional Scope of IFTTA
1. IFTTA shall operate in a global manner.
2. In realising its objectives under Article 2 of the Bylaws, IFTTA shall, so far as is practicable:
- organise or support conferences or other events in different world regions;
- use its web-resources to ensure that it addresses issues of global, regional and local legal relevance to travel and tourism.
- organise or support conferences or other events relevant to travel and tourism in different world regions;
- use its resources to ensure that it addresses issues of global, regional and local legal relevance to travel and tourism.
Article 5: Regional Sections and Chapters of IFTTA
1. Members of IFTTA may establish a regional section or chapter of IFTTA in the same state, neighbouring or proximate states, subject to the provisions of the IFTTA Bylaws, this Regulation on Internal Affairs and, where relevant, decisions of the Board and/or General Meeting.
2. The establishment, title, constitution, legal form and capacity of a regional section or chapter of IFTTA shall be subject to the prior approval of the Board and any conditions attached thereto.
3. A regional section shall not be a separate legal entity from IFTTA unless the Board of IFTTA, at its sole discretion, is satisfied that an exemption to this rule is necessary and, in such case, it shall be deemed to be a regional chapter of IFTTA.
4. A regional chapter of IFTTA shall be accepted as an 'associate member' on the condition that it enters into a contract with IFTTA, which governs the relationship between IFTTA and that chapter, both during the 'associate membership' and, in the event of its termination of associate membership, after it has been terminated, with regard to, amongst other things, the use of the name of IFTTA, its logo and other intellectual property.
5. A regional section or chapter of IFTTA shall pursue the same objectives, use the same means and be guided by the same principles and values as are set out in this Regulation.
6. The title of a regional section of IFTTA shall include the geographic name of the area and the words 'Regional Section of IFTTA' .and the title of a regional chapter of IFTTA shall include the geographic name of the area and the words 'Regional Chapter and Associate Member of IFTTA'
7. A proposal to establish a regional section or chapter shall be submitted in writing to the Presidency and the Secretary by at least two paying IFTTA-members residing in that region and such proposal shall contain;
(a) the names of at least two paying IFTTA-members from that region, who shall be deemed the contact persons for that section or chapter;
(b) a brief report on expected viability of that section or chapter in terms of a realistic estimate of the number of people likely to attend/participate and the intention regarding the activities to be organised.
8. Provided that it is the opinion of the Presidency and the Secretary that the proposal made under 5(7) meets the requirements mentioned thereunder, the Secretary shall forward the proposal to the other Board members inviting them to present their view in writing within one week after the date on which the proposal was forwarded to them.
9. On the expiry of the period laid down in 5(8) each Board member shall be invited to cast her/his vote in accordance with the procedure as described in the invitation sent by the Secretary.
10. In a decision to establish a regional section or chapter, at least two paying IFTTA-members residing in that region shall be appointed as the contact persons for that section or chapter and shall be responsible for protecting and promoting the interests of IFTTA in that region.
11. The contact persons referred to in 5(10) shall not be entitled to represent IFTTA in respect of that section or chapter in any way without a prior power of attorney in writing, granted by (members of) the Board of IFTTA in accordance with the Articles of Association.
12. A duly appointed member of a regional section or chapter of IFTTA, previously notified to the Secretary, shall submit a written report on the activities and affairs of the regional section or chapter to the Board and the IFTTA Annual General Meeting two weeks prior to the IFTTA World Conference;
13. Meetings or conferences or like gatherings of a regional section or chapter shall not coincide with, or overlap, an IFTTA World Conference
14. Notwithstanding the provisions of 5(13), a section or chapter may hold a meeting immediately preceding or following an IFTTA World Conference where that conference will be held in the region of that section or chapter.
15. Any member of IFTTA shall have access to a meeting or activity of each regional section or chapter in accordance with the provisions of the IFTTA Bylaws, this Regulation and any regulation and/or decision of the AGM and/or of the Board in furtherance thereof.
16. A regional section or chapter of IFTTA shall be subject to the authority and control of IFTTA Board and to decisions taken in accordance with the Bylaws and this Regulation.
17. All official communication concerning the effect and operation of the rules of a section or chapter of IFTTA shall be between Members of the Board and, as the case may be, the duly appointed contact persons of the regional section or the Board of the regional Chapter.
Article 6: Paper and Electronic Communications
1. All statements, reports and other communication referred to, or necessitated by, the Bylaws or this Regulation and/or any decision in furtherance thereof may, except where the contrary is expressly indicated, be presented (and retained where stipulated) either by paper or electronic means.
2. The Secretary shall ensure that a paper version of any statement, report or other communications to be considered at a Members or Board meeting (where Members are present in the same physical place), shall be available for inspection by Members immediately before and during the Meeting.
Article 7: Members' Details
In addition to the requirements of Article 4(6) of the Bylaws, the Register of Members shall include the Member's email address and phone numbers.
Article 8: Admission of Members
1. In furtherance of the provisions of Article 5 of the Bylaws, the onus of proof regarding an application rests on the applicant to supply whatever documentary or other evidence the Board may reasonably require to enable it to verify an application.
2. Where the Board is not able to verify an application, it may take such steps as seem appropriate, including a requirement that an application be supported by a Member, to verify such application.
Article 9: Duties and Obligations of Members
1. It shall be an honour duty of a Member of IFTTA, so far as is practicable, to participate actively in the Forum and administration of IFTTA and to actively promote the objectives and interests of IFTTA.
2. It shall be a duty of a member of IFTTA not to act contrary to the Articles of Association, regulations or decisions of the Association or to harm the Association in an unreasonable way.
3. An Emeritus Member shall not be required to pay membership fees but may make a donation.
4. A corporate or unincorporated body which is accepted into active or associate membership shall forthwith nominate a person (identified in its application) to act on its behalf. Membership duties and rights shall be exercisable only through such person and the relevant body shall lodge with the Secretary appropriate documentary evidence showing that the person has been properly nominated by the body.
5. The nominated person referred to in 9(3) shall remain entitled to act as a Member until appropriate documentary evidence appointing an alternative person has been lodged with the Secretary.
Article 10: Disciplinary Matters
Disciplinary Matters shall be governed by the Regulation on Member's Conduct and the Procedure regarding Disciplinary Measures, Suspension and Termination of Membership.
Membership fees shall fall due and be collected by the Treasurer, or in a way or ways approved by the Board
BOARD OF DIRECTORS (BOARD)
Article 12: Appointment of the Board
1. In furtherance of Article 9(1) of the Bylaws, the Board shall consist of five and not more than twelve elected persons.
2. The Board shall consist of an Executive Committee and the other Members.
3. The Executive Committee shall consist of the President, Executive Vice President, Vice-President, Membership Chairman, Secretary and Treasurer.
4. An Emeritus Board member may not serve on the Executive Committee.
5. The list of proposed Members of the Executive Committee of the Board and the other proposed Board Members shall be communicated by the President to the relevant AGM.
6. In electing the Board the Members shall be cognisant of the need to ensure that Board Members are connected with the various areas or regions of the world.
Article 13: Management and Decision Making by the Board
1. The Board shall be responsible for the management of IFTTA subject to restrictions set out in the Bylaws, this Regulation and any other decision of the AGM and/or the (Executive) Board in furtherance thereof.
2. A Board Member shall give proper attention to the business of the Board, shall actively participate in Board activities and initiatives and properly perform any duties assigned to her/him by the Board or the AGM
3. In relation to the objectives of IFTTA set out in Article 2 of the Bylaws and Article 2 of this Regulation, the Board shall give priority to:
- the preparation and holding of an annual world conference for the discussion of travel and tourism legal issues, including the preparation of an appropriate conference programme reflective of current issues of global/regional/national importance;
- the dissemination by appropriate means, be it electronic or other means, including the issue of a Journal and the establishment and operation of a website for IFTTA via the internet, of legal information relating to travel and tourism;
ensuring, as far as is practicable, that the name, logo and any other unique and identifying features of IFTTA and their use is duly protected against unauthorised use;
- the licensing and appropriate use of its name and logo in connection with the holding of conferences and other events by its regional chapters and others
4. The Board shall appoint one or more Board Members to be known as the IFTTA Web-Master, who shall have responsibility for the management of the electronic resources of IFTTA.
5. The term of office of the IFTTA Web-Master shall be the same as that of the Board.
6. A delegation may be made under 14(6) to an Advisory Committee referred to in Article 11(3) of the Bylaws.
7. The Board may determine the conference fee.
8. The Executive Vice-President and Vice President shall perform such functions as are assigned by the Board or at the request of the President of IFTTA.
Article 16: Board Meetings
1. The Board shall conduct its business through meetings and these shall include an annual board meeting.
2. The quorum for Board meetings shall be five.
3. The Board shall take decisions by means of a resolution proposed by a Board Member.
4. The Board shall strive to arrive at decisions by consensus but where this is not possible the Board shall decide by majority of votes cast.
5. All Board Members are entitled to participate in Board meetings.
6. An elected Board Member shall have one vote.
7. An Emeritus Member shall be entitled to participate in Board meetings but shall have no vote unless he or she is also a Member of the Board.
8. All meetings of the Board shall be chaired by the President or, at his/her request and in the following order by the longer/shorter serving Vice President or other member of the Board, excluding the Secretary.
9. Where owing to indisposition the President is unable to act as President, the Vice-President(s), in order of seniority where relevant, shall act in lieu of the President.
10. Where owing to indisposition a Member of the Executive Committee of the Board is unable to act, the President may appoint a Member of the Board to act in lieu until the next AGM.
11. The Secretary shall prepare and circulate the notice and agenda for each meeting of the Board.
12. The Secretary shall make minutes of the discussion and conclusions of meetings of the Board and such minutes shall be circulated in advance of the next following meeting and after approval by that meeting shall be signed by the Secretary and the President.
13. A Board Meeting may be held as a real board meeting (RBM) with Members present in the same physical place or as a virtual board meeting (VBM) with Members present in the same virtual place, subject to the following: where the annual conference is held in a calendar year the annual Board Meeting shall be held as a RBM at the same time and place as the conference.
14. The Board may adopt such further provisions regarding Board meetings and Board decision-making as seem appropriate. Such provisions shall remain in force until changed by the Board and shall be notified to the Members.
15. In the case of a tie in a particular vote, the chair have al casting vote.
Article 17: Board Proceedings for Virtual Board Meetings
1. Any decision taken at a VBM shall have the same effect as a decision taken at an RBM.
2. The Secretary shall not keep minutes of a VBM. Decisions taken and votes cast at a VBM shall be noted in the minutes at the next RBM in accordance with section 10 of this article.
3. A VBM shall be preceded by a pre-meeting period of debate (pre-meeting) among Board Members. Where possible, the same electronic means shall be used for the pre-meeting and for the VBM. The electronic means shall be exclusive to Members of the Board. A pre-meeting may be initiated by a Board Member declaring that he/she is initiating a pre-meeting.
4. A VBM may only be held if, within 7 days of the start of a pre-meeting, 3 Board Members assent to the holding of a VBM to make a decision on substantially the same matter. Where such assent is given the Secretary shall serve notice of the holding of a VBM, stating the date, the starting and finishing meeting times and specific electronic means of communication to be used during the meeting. Such date and time periods shall be chosen bearing in mind the different time zones in which Board Members may be present. After consulting the callers of the VBM and other participants in the pre-meeting, the Secretary shall identify in the notice the matter to be decided on in terms which permit a 'yes' or 'no' vote
5. On the appointed day and time each Board member shall initiate and send an email addressed to the President and the Secretary stating his/her presence at and intention to participate in the VBM. On receipt of enough emails to determine a quorum of Members is present, the President shall declare the VBM open and shall declare the time at which the meeting will close. . The President shall conduct the meeting with a view to ensuring a timely outcome.
6. After declaring the meeting open the President may if necessary briefly summarize the background, discussion and importance of the matter to be voted on. The President may allow a period of discussion among Members, but only to further clarify the matter to be voted on. The President shall communicate to the Members the precise wording on which they are to vote and shall invite them to vote.
7. Unless otherwise agreed in advance by the Board, participation by a Board Member in a pre-meeting or in a VBM shall not be conditional on the use of a password. Arrangements for passwords shall be communicated to the Secretary. Members may not vote by proxy during a VBM.
8. Unless otherwise agreed in advance by the Board the voting shall be deemed dispositive by the majority of votes cast when the voting period expires.
9. Unless otherwise agreed in advance by the Board when the Board has voted on a matter the same or similar matter may not be re-voted on for a period of three/six months..
10. The final result of the vote shall be declared by the President at the end of the Board meeting.
11. The President shall declare the close of the VBM
12. Any time period specified in this Article may be abridged by unanimous agreement of the Members of the Board.
Article 18: Representation by the Board
Any power of attorney granted by the Board under Article 12(2) of the Bylaws shall be authenticated and revocable, according to its terms, by the signatures of the President and the Secretary.
Article 19: Annual Report
1. At the AGM held during the calendar year immediately following the preceding financial year, the President, or other Board Member nominated by the President, shall present the Annual Report for the preceding year.
2. The Annual Report shall:
(a) contain an account of the Board's management of the Forum and other activities of IFTTA and refer in particular to how the Board has contributed to furthering the objectives of IFTTA as set out in Article 2. The Report shall also contain an account from the IFTTA Web-Master on the management and use of IFTTA electronic resources;
(b) contain a balance and a list of assets and liabilities approved by the Board;
3. The Committee established under Article 13(4) of the Bylaws shall be known as the Oversight Committee.
4. In furtherance of Article 13(5) of the Bylaws, in the event that the examination of the Treasurer's Report requires specific financial or accounting expertise, the committee may, after consulting with the President, engage an expert for assistance. The Board shall provide the committee with all relevant information, as well as to provide access to relevant documents of IFTTA. The Report of the Oversight Committee shall indicate whether it had access to the information it needed to carry out its functions.
5. The Members of the Oversight Committee shall hold office for a period of two years, unless removed or replaced by the AGM, except in the case of one of the members appointed to the Oversight Committee after the adoption of this Regulation, who shall hold office for a period of three years.
6. The Board shall keep the reports and records referred to in this Article for seven years.
Article 20: General
1. In accordance with Article 14 of the Bylaws, a General Meeting of the Members of IFTTA, to be known as the Annual General Meeting (AGM), shall be held during the calendar year immediately following the preceding financial year.
2. Where possible the AGM shall be held at the same place immediately following the conclusion of the Annual World Conference.
3. The AGM shall consider the following matters, amongst other things:
(a) the Annual Report, the Treasurer's Report and the Oversight Committee's Report;
(b) the appointment of the Oversight Committee when required;
(c) the filling of Board vacancies, when required;
(d) the fixing of membership fees for the different categories of Members on a proposal from the Board. If no such proposal is made the previous fees shall apply;
(e) the selection of a state, province or venue for the holding of the next one or more annual world conferences of IFTTA;
(f) the appointment for one or two years of one or more Members of IFTTA, to be known as the IFTTA Conference Organiser, to be responsible for the preparation and holding of the next one or more annual world conferences. Such person or persons (where he/she is not already a member of the Board) shall be entitled, along with any non-member but subject to the Board's approval, to attend and participate in Board meetings at which matters relating to the conference are considered. The IFTTA Conference Organiser shall periodically update the Board on the planning of the annual conference and be answerable to the Board for same;
(g) any proposals of the Board or Members announced in the notice of meeting;
(h) any matter relating to the exercise of Members right to vote;
(i) any other matters relevant to IFTTA which the members wish to consider, provided that these matters are announced in the notice of meeting.
4. All General Meetings shall be chaired by the President or, at his/her request a Vice President (in order of seniority where relevant) or other member of the Board, excluding the Secretary.
5. The Members at a General Meeting may adopt rules and procedures for the holding of Members Virtual General Meetings where Members are not present in the same physical place.
Article 21: Notice of General Meeting
1. In accordance with Article 15 of the Bylaws, a General Meeting of the Members of IFTTA shall be called by the Board and the Secretary shall prepare and circulate the notice and agenda for each General Meeting of the Members.
2. The Secretary shall make minutes of the discussion and conclusions of the meeting.
3. The Minutes shall be circulated in advance of the next following meeting and after approval by that meeting shall be signed by the Secretary and the President
Article 22: Persons Entitled to Attend and Vote in a General Meeting
1. All Members shall be entitled to attend at and participate in a General Meeting.
2. A Member shall have one vote.
3. Voting in all matters shall take place by show of hands except in the following circumstances. Where the vote directly concerns an individual person identified by name and where not less than five Members present so request, the voting shall take place by secret ballot. A proposal may be approved by acclamation provided the President has previously proposed such a method of voting and immediately after the acclamation at least 5 Members do not request a vote by show of hands.
4. Decisions on all matters shall be taken by a majority of votes cast, except where these Articles prescribe otherwise. In case of equality of votes the President shall have a casting vote. In a vote on an election to the Board when nobody has obtained a majority of the votes cast, the person with the least votes shall be eliminated and a second vote shall take place between those who remain. Persons and so on until all Board Members are elected.
5. A Member is not entitled to vote in matters regarding her/himself, her/his spouse and her/his relatives.
6. A unanimous decision of all Members, even when taken outside a meeting, and provided that such a decision has been taken with full fore knowledge of the Board, has the same force as a decision of the General Meeting. Such a decision shall be recorded in the minutes by the Secretary, whilst it shall be communicated at the next General Meeting.
7. Voting in non-personal matters shall take place by show of hands; voting in matters concerning persons shall take place by voting- paper. Approving of a proposal by acclamation is possible, provided that the
Chairman has proposed to do so.
8. Decisions on all proposals in non-personal matters shall be taken by an absolute majority of votes in as far as the Articles of Association do' not prescribe otherwise. In the case of equality of votes the proposal is deemed to be rejected. In a vote on persons, the one who has obtained the absolute majority of votes, has been elected. When nobody has obtained that majority a second vote shall take place between those persons who have obtained most of the votes and consequently the person who has obtained the absolute majority of the votes at the second vote has been elected. In case of an equality of votes at the second vote, the decision shall be taken by drawing lots.
9. Votes in this article mean valid votes, so that blank votes and votes not cast anonymously shall not be taken into account.
10. A declaration of the Chairman during the General Meeting about the result of the vote is decisive. When, however, immediately after the pronunciation of that declaration its correctness is contested, a new vote shall take place when the majority of the meeting or, in case the original vote did not take place by shows of hands or by voting-papers, a Member entitled to vote require so. The legal consequences of the original vote shall lapse through this new vote.
ALTERATIONS OF ARTICLES OF ASSOCIATION OF IFTTA
Article 23: General Meeting called for Alteration of Articles of Association of IFTTA
1. Those, who have called for a General Meeting in order to discuss a proposal for an alteration of the Articles of Association, shall deposit a copy of the proposal, containing the proposed alteration(s), on an appropriate location, where it may be seen by the Members, during at least 5 days before the date of the General
Meeting until the first day after the date of that meeting.
2. The notice of meeting referred to in Article 23(1) shall have the assent of at least 5 Members of IFTTA, three of whom shall be from different world geographic regions.
3. An AGM for the purpose of alteration of the Bylaws is convened by either the Board in pursuance of a decision to that extent, or on the written request of a number of members that is entitled to cast 10 percent of the votes in a General Meeting. Subsequent to such request the Board is obliged to convene such meeting which shall be held within 4 weeks after the date of the request.
4. If the Board fails to convene the general meeting as requested within 14 days after a request made by members under Article 23(3), the requesting members may convene the meeting themselves in accordance with the way the Board convenes a general meeting and they may charge other members than Members of the Board with presiding the meeting and taking minutes of the meeting.
5. Where the meeting is proposed for a time other than immediately following the next AGM the notice shall explain why the meeting will not be so held.
6. A decision to alter the Articles of Association of IFTTA shall require a majority of two thirds of the votes cast, where at least two-thirds of the Members are either present or represented by proxy.
Article 24: Entry into Force of Alteration to Articles of Association of IFTTA
The notarial deed referred to in Article 20 of the Bylaws shall be lodged at the place of registration of IFTTA in Amsterdam
COMMUNICATIONS WITH IFTTA
Article 25: Mode of Communications
All communication to be made within IFTTA can be validly sent through electronic means to the member's address as provided by the member to the Membership Secretary and/or Treasurer, provided that the message is legible and can be reproduced. A member, using such electronic means, must ensure that his or her identity is clear in that communication.