PROFESSIONAL ASSOCIATION OF TRAVEL HOSTS, INC
CORPORATE BY-LAWS

ARTICLE I.   NAME

The name of the Corporation shall be the Professional Association of Travel Hosts, Inc. hereafter referred to as PATH.  A legal dba (doing business as) filing for Professional Association of Travel Hosts and PATH, as a for-profit, shall be made with the Florida Department of State.

PURPOSE
  • To promote its Host Agency members as a professional society adhering to a defined code of ethics and performance standards.
  • To preserve the general welfare of the Host Travel Agency and of the Travel Agents it serves.
  • To educate the Host Travel Agency, the Travel Agent, Travel Suppliers and the Consumer about the value and benefits of working with a host agency member of PATH and its network of Independent Travel Agents.

MEMBERSHIP

Membership in PATH shall be limited to Host Agencies

REQUIREMENTS FOR HOST MEMBERS

  • Must be a member in good standing of ARC/IATA, CLIA or TRUE.
  • Minimum of 25 Independent Contractor Agents/Affiliates under written contract.
  • Has/have minimum of three years in the Travel industry operating substantially as a Host Agency.
  • Must not market their service emphasis on Travel Agent discounts and benefits.
  • Must not market their services as part of a consumer recruitment process with benefits resembling a pyramid scheme.
  • Each member must have a written contract between the Host Agency and its Independent Contractor Agent.
  • That each member is committed to paying its Independent Contractor commissions based on its stated policy and does not have unresolved Independent Contractor complaints.
  • Each member must adhere strictly to the organization's Code of Ethics and performance standards as well as adhering and promoting the Principles of Travel Professional Ethics to its Independent Travel Agents.
  • Must be legally licensed and bonded in all jurisdictions in which it does business.
  • Must certify annually that there are no pending Travel related lawsuits concerning the payment of agent commissions and/or any fraudulent practices.
  • Must report any suspected activities of misleading consumers or Travel Agents to the PATH Board of Directors.
  • Must not promote or endorse any Travel Agent photo ID card other than for company ID purposes except for IATAN, CLIA or TRUE. 
  • To uphold the credibility of PATH membership, PATH may run an annual credit and criminal background check on the authorized representative or agent of record of the PATH member company. This will occur in conjunction with the company's PATH membership renewal and at any other time deemed necessary by the Board of Directors.

MEMBER VOTING

Each primary host member shall be entitled to one vote on any matter presented to the membership. Voting on all matters by members entitled to vote, including the election of the Board of Directors may be conducted by in person, by regular or electronic mail, or electronically.

MEMBERSHIP DUES

Annual dues shall be payable by the member’s anniversary date each year and are considered in arrears after 30 days and membership is subject to revocation or suspension. The anniversary date will be the date the applicant is approved by the Board of Directors. An invoice for the dues will be sent to the host member a minimum of 30 days prior to the anniversary date. 

TERMINATION OF MEMBERSHIP

Resignation   Any member may resign at any time by sending notice thereof in writing to: Board of Directors of PATH at 18662 MacArthur Blvd., Ste 100, Irvine, CA 92612.  Such resignation shall be effective as to the date received by the Corporation unless written notice specifies another date.

Forfeiture   Membership in PATH may be forfeited by action of a majority of the Board of Directors for non-payment of membership dues or any other monetary obligations to PATH.  Before membership may be forfeited for failure to comply with membership standards or prejudicial conduct, a member shall be entitled to notice and a hearing pursuant to procedures established by the Board of Directors.

No Rights and Privileges   Any member that resigns or whose membership is forfeited shall not have any rights and/or privileges and any membership dues already paid will be non-refundable.  Any member who resigns or whose membership is forfeited shall remain liable for any dues or other monetary obligations due and owing at the time of such member's resignation or forfeiture.

BOARD OF DIRECTORS

EXECUTIVE BOARD The Executive Board of Directors shall consist of no fewer than three (3) – President, Secretary and Treasurer or more than four (4) persons – President, Vice President, Secretary and Treasurer. The Executive Board of Directors will have voting rights.

BOARD OF DIRECTORS No more than two representatives per host agency shall serve on the Board of Directors at one time; however, only one will serve on the Executive Committee and have voting rights.  In the event that multiple Board members become employed by the same host agency during their term in office, the host agency will determine who will represent them in PATH and in which capacity.

Term of Office   A Director's term will end at the time an election is called, at which his successor is to be duly elected, unless he sooner resigns, is recalled or reelected.

Quorum  Not less than fifty-one (51%) of the members of the Board of Directors eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

ELECTIONS

Timing   Elections shall be held in January of every two years. 

COMMITTEES

The Board of Directors will be required to serve as Chairperson or member on one of the following committees:
  • Supplier Relations
  • Public Relations
  • Annual PATH Symposium

CHECKS, CONTRACTS, LOANS & DEPOSITS

Checks, Notes, Negotiable Instruments The checks and orders for the payment of monies, notes and negotiable instruments of the Corporation shall be signed by the President of the Board or by the Treasurer, or by such other Officer or Officers as may be designated by the Board of Directors.  The Board of Directors must approve expenditures of the corporation.

Contracts  The Board of Directors may authorize any Officer or Officers, agent or agents to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Deposits   All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select or otherwise invested as the Board of Directors deems necessary and appropriate.

DISSOLUTION AND LIQUIDATION

Upon termination, dissolution or winding up of the Corporation, any assets that remain after payment or provision for payment of all its liabilities, debts and obligations shall be distributed by the Board of Directors in the manner determined by the Board.  Notwithstanding the foregoing, assets of the Corporation shall not be distributed in a manner inconsistent with any requirements or limitations applicable to an organization described in Section 501(c) (6) of the Internal Revenue Code.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

To the extent permitted by law every Director or Officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including attorney’s fees, reasonably incurred or imposed upon such Director or Officer in connection with any proceeding to which such Director or Officer may be made a party, or in which such Director or Officer may become involved, by reason of such Director's or Officer's being or having been a Director or Officer of the Corporation, or in connection with any settlement thereof, whether or not such Director or Officer is a Director or Officer at the time such expenses are incurred, except in cases wherein the Director or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office.  Provided, however, that in the event of a settlement the indemnification herein shall apply only to the extent permitted by law and when the Board of Directors approves such settlement and reimbursement as being in the best interest of the Corporation.  The foregoing right of indemnification shall be in addition to and not exclusive of the rights to which such Officer or Director may be entitled under the Articles of Incorporation of the Corporation and all other rights to which such Director or Officer may be entitled. 

AMENDMENTS

These Bylaws may be amended by three fourths (3/4) vote of the entire Board of Directors.