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 not-for-profit corporation, shall be made with the Florida Department of State.

ARTICLE II. PURPOSE

Section 2.1
To promote its Host Agency members as a professional society adhering to a defined code of ethics and performance standards.
Section 2.2
To preserve the general welfare of the Host Travel Agency and of the Travel Agents it serves.
Section 2.3
To educate the Host Travel Agency, the Travel Agent, Travel Suppliers and the Consumer about the value and benefits of working with a member of PATH and its network of Independent Travel Agents.
Section 2.4
To provide continuing education to the Travel Agent community in order to enhance the knowledge and skills of the professional Travel Agent either by offering direct educational opportunities or working through a recognized Travel education supplier.
Section 2.5
To conduct any and all lawful business as it may be directed by its Board of Directors.

ARTICLE III. MEMBERSHIP

Section 3.1   Classes of Memberships
Membership in the Corporation shall be divided into three (3) classes; Host, Associate and Honorary.
Section 3.2   Host Members (Voting)
Host Travel Agencies who meet the requirements of our membership criteria as set forth later in these by-laws and are current with their dues and assessments. One member of each Host Travel Agency shall be the designated representative entitled to vote on all matters.
Section 3.3   Associate Members (Non-Voting)
Travel suppliers meeting the requirements of membership as prescribed from time to time by the Board of Directors and by approval of a majority of the Board of Directors of PATH.
Section 3.4   Honorary Members (Non-Voting)
May be conferred by the Board of Directors to individuals or organizations who, in the opinion of the Board of Directors, have rendered special service to the Corporation, possesses particular knowledge, experience or abilities which can be of benefit to the Corporation and may be exempted from payment of membership dues upon approval by the Board of Directors.

ARTICLE IV. REQUIREMENTS FOR HOST MEMBERS

Must be a member of ARC/IATA, CLIA, NACTA or OSSN and be in good standing.
Minimum 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.
Carries a minimum of $ 1,000,000 in E & O Insurance and provides a rider showing the coverage.
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 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 will 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.

ARTICLE V. GOOD STANDING

A member shall not be entitled to vote at a meeting of the members if such member's membership dues or other monetary obligations are past due, provided that such privilege may be restored upon payment of outstanding obligations.

ARTICLE VI. TERMINATION OF MEMBERSHIP

Section 6.1   Resignation
Any member may resign at any time by sending notice thereof in writing to the 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.
Section 6.2   Forfeiture
Membership in the Corporation 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 the Corporations. Membership in the Corporation may be forfeited by action of at least two-thirds (2/3) of the Board of Directors for failure to comply with the standards of membership which may be prescribed from time to time by the Board of Directors or for any other conduct prejudicial to the interest and stated policies of the Corporation. 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, from time to time.
Section 6.3   No Rights and Privileges
Any member that resigns or whose membership is forfeited shall not have any rights and/or privileges in the affairs and/or the property of the Corporation and any membership dues already paid 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.

ARTICLE VII. MEMBER VOTING

Each primary member shall be entitled to one vote on any matter presented to the membership meeting of the members. 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.

ARTICLE VIII. MEMBERSHIP DUES

Annual dues shall be determined on or before November 1st of each year to be effective for the following calendar year by a majority vote of the Board of Directors. 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

ARTICLE IX. BOARD OF DIRECTORS

Section 9.1   Composition
The Board of Directors shall consist of no fewer than five (5) or more than seven (7) persons including the President, who shall be a Director ex-officio without the right to vote, except in a case where the vote is even and the President's vote may be used to break a tie vote. The President shall be counted for purposes of a quorum.
The number of Directors shall be fixed from time to time by majority vote of the Board of Directors, provided that any decrease in the number of Directors shall not shorten an incumbent Director's term.
Section 9.2   Eligibility
To serve as a Director of the Corporation, an individual candidate must be a voting member in good standing and have been selected by a majority vote of the host membership. No more than one representative per host agency shall serve on the Board of Directors at one time. 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 on the Board of Directors.
Section 9.3   Elections
The Election Committee shall propose the names of candidates to fill the existing vacancies in the Board of Directors, all nominees having prior thereto agreed in writing to serve if elected. The candidates must also have written authorization by an officer of the host agency they are representing. Voting by the Host Members to select Directors shall be by ballot. Members of the Corporation entitled to vote will receive a voting ballot prior to the date of any election. Voting may take place in person, by mail or electronically. The candidates presented to the membership by the Election Committee who receive a majority of the votes cast in the election shall fill the existing vacancies on the Board of Directors, such individuals shall be declared elected to the vacancies on the Board of Directors. Newly elected Directors shall assume office at the Annual Meeting.
Section 9.4   Powers
The Board of Directors:

Shall have supervision, control and general charge of the business and affairs of the Corporation.
Shall determine the Corporation's policies and actively pursue the purposes of the Corporation.
Shall have discretion in the disbursement of its funds.
Shall adopt rules and regulations for the conduct of the Corporation's business.
Shall, in the execution of the powers granted, hire such employees and appoint such agents as it considers necessary.

Section 9.5 Term of Office
In order to provide for continuity of experience, it is the intention of these Bylaws that a system of staggered terms be created and thereafter maintained. Thus, at the first election following the adoption of these amendments seven (7) Directors were elected. The two (2) Directors receiving the most number of votes were elected to one three (3) year term each and the three (3) Directors receiving the next most number of votes were elected to terms of two (2) years each. The final two (2) Directors elected shall serve a term of one (1) year. Thereafter, all Directors shall be elected for a term of two (2) years. A Director's term will end at the annual election at which his successor is to be duly elected, unless he sooner resigns or is recalled as provided for in Section 9.6. An individual may participate on the Board for a maximum of three consecutive terms.
Section 9.6 Removal

Any Director may be removed for cause by the action of the Board of Directors at a meeting called for that purpose. Any Director so removed is not eligible for future election to the Board of Directors without approval of the Board of Directors.
Any elected Director who shall have been absent for two (2) regular meetings shall automatically vacate his or her seat on the Board of Directors; provided, however, that the Board of Directors shall consider each absence of a Director as a separate circumstance and may expressly waive such absence by the majority vote of the remaining members of the Board.
If any person serving as a Director ceases to be employed or associated with a host agency for a period of sixty (60) days, or fails to meet the requirements for Primary Members as outlined in Article IV such person shall cease to be a Director of the corporation.

Section 9.7   Vacancies
Any vacancies that may occur on the Board of Directors by reason of death, resignation or otherwise, may be filled by a majority vote of the remaining members of the Board. Any Director so elected shall hold office to the expiration of the term of the vacating Board member.
Section 9.8   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.
Section 9.9   No Proxies
Directors shall not vote by proxy nor designate a representative to attend meetings of the Board of Directors in their place.

ARTICLE X. EXECUTIVE COMMITTEE

Section 10.1   Composition
The Executive Committee shall consist of no more than five (5) persons all of whom shall be Directors.
The Chairman of the Board of the Corporation shall be the Chairman of the Board of the Executive Committee.
Section 10.2   Appointment
Upon their election, the President of the Board, Vice President of the Board, Treasurer and Secretary of the Corporation shall automatically become members of the Executive Committee. The President of the Board may, at his or her discretion, appoint one (1) additional Executive Committee member.
Section 10.3   Powers
The Executive Committee:

Shall have general charge of the business of the Corporation between meetings of the Board of Directors, except as otherwise required by law and shall assume such other responsibilities as may be lawfully delegated by the Board of Directors.
Shall have direct supervision of the Officers of the Corporation who are not Executive Committee members and their activities, subject to the direction and control of the Board of Directors.
Shall fix the compensation, if any, and determine employment benefits, if any, of the Officers of the Corporation.

Section 10.4 Quorum
A majority of the members of the Executive Committee eligible to vote shall constitute a quorum.

ARTICLE XI. ELECTION COMMITTEE

Section 11.1   Composition
The Election Committee shall consist of two (2) or more current members of the Board who are not currently seeking re-election to the Board of Directors.
Section 11.2   Appointment
The Election Committee Shall be appointed by the Board of Directors on an annual basis.
Section 11.3   Powers
The Election Committee shall review the qualifications of all eligible candidates for positions on the Board of Directors and shall propose to the members of the Corporation the names of nominees to fill the existing vacancies in the Board of Directors. The Election Committee shall administer election procedures and policies.
Section 11.4 Timing
Elections shall be held in January of every year.
Section 11.5   Quorum
A majority of the members of the Election Committee eligible to vote shall constitute a quorum.
Section 11.6 Procedures

Informal notification of elections will be sent in early December and will include the number of available board positions.
Notice of Board Election is sent to all members with the Notice of Intent (Week 1 January)
Interested candidates must submit their Notice of Intent To Be A Candidate along with their Information Sheet to the Election Committee by Week 2 in January
Election Committee sends out Information Sheets and electronic ballot a minimum of 7 days prior to the election
If a member wishes to vote by proxy, please notify the Election Committee by Week 2 to request a proxy ballot
Election Committee tabulates the votes and announces the names of the newly elected members of the Board of Directors

ARTICLE XII. COMMITTEES

Section 12.1 Standing Committees
The standing committees of the Corporation shall include the Executive Committee, the Election Committee and the Membership Committee. The Chairman of the Board, with the consent of the Board of Directors, shall appoint the Chairpersons of the Membership and Election Committee. At least two members of each standing Committee must be members of the Board of Directors.
Section 12.2 Other Committees
The Board of Directors may create such other committees as may be deemed desirable and may delegate such duties and powers to the committees, as the Board of Directors deems necessary and proper.

ARTICLE XIII. OFFICERS

Section 13.1   Composition
The Officers of the Corporation shall be current members of the Board of Directors and shall consist of the President of the Board, the Vice President of the Board, Secretary, and Treasurer. Other officers and assistant officers, such as second Vice President may also be added as deemed necessary by the Boards of Directors. All Officers shall be elected by the Board of Directors and shall hold office at the pleasure of the Board of Directors.
Section13.2   President of the Board
The President of the Board shall be the principal elected Officer of the Corporation, shall preside at all meetings of the Board of Directors or the members of the Corporation and shall perform such other duties as are necessary and incident to the Office of the President of the Board or as may be prescribed by the Board of Directors. The President of the Board will be deemed the Chairman of the Board.
Section 13.3   Vice President of the Board
The Vice President of the Board shall assume the duties of the President of the Board in the absence of the President of the Board. Should the Office of President of the Board become vacant by reason of death, resignation or otherwise, the Vice President of the Board shall assume the duties of the Office of the President of the Board as acting President of the Board for the un-expired term.
Section 13.4   Secretary
The Secretary shall attend all meetings of the Board of Directors and its Executive Committee, and all meetings of the members and record all the proceedings of these meetings of the Corporation. He or she shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of directors or President of the Board, under whose supervision he or she shall be.
Section 13.5   Treasurer
The Treasurer shall be the principal elected financial officer of the Corporation and shall cause to be kept the financial books and records of the Corporation; shall make regular reports to the Board of Directors.

ARTICLE XIV. MEETINGS

Section 14.1   Meetings of Members
The annual meeting of members of the Corporation shall be held in each calendar year on such date and at such place as shall be designated by the Board of Directors. Notice of the meeting shall be provided via e-mail as listed in the member's membership application or unless another e-mail address has been provided by written change.
Special meetings of the Corporation may be called at any time by the President of the Board, by a majority of the Board of Directors or by members having at least one-fifth (1/5) of the votes entitled to be cast at such meeting. Special meetings shall be held at such time and place as may be designated by the person(s) calling the meeting.
The Secretary shall give written notice of the date and place of any meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, to the members not less than fourteen (14) or more than sixty (60) days prior to the date of the meeting. This meeting notice must be sent to all current host members.
At any meeting of the members of the Corporation the presence in person or by proxy of Primary Members entitled to cast fifty-one (51%) of the total number of votes entitled to be cast shall constitute a quorum for the transaction of business.
Section 14.2   Meetings of the Board of Directors
The Board of Directors shall convene a regular meeting within 30 days of the election for the purpose of electing Officers and appointing members of the Executive Committee.
The Board of Directors shall meet not less than once in a calendar year.
The Board of Directors shall meet upon the call of the President of the Board or upon the call of a majority of the Directors at a time and place to be designated by the President of the Board.
The Secretary shall give notice of the date and place of a meeting of the Board of Directors to the members of the Board not less than fourteen (14) days before such date.
Notice requirements as provided in this Section may be waived in writing by those entitled to receive notice.
Special meetings of the Board of Directors may be called by the President of the Board with ten (10) days written notice to each Director, delivered either personally or by mail or electronic mail. The President of the Board shall call special meetings of the Board of Directors in like manner and upon like notice upon the written request of at least fifty-one percent (51%) of the members of the Board of Directors.
The President of the Board may, in special or emergency situation, submit issues to the Board of Directors for a vote by electronic or U. S. Postal mail, under such notice and procedures as the President of the Board shall determine. Any action so taken must be taken by all of the members of the Board and shall be evidenced by one or more written consents stating the action taken, signed by each Director and included in the minutes of meetings of the Board of Directors.
Section 14.3   Meetings of the Executive Committee
The Executive Committee shall meet not less than once in a calendar year.
The procedure and notice requirements to convene meetings of the Executive Committee shall be as required for meetings of the Board of Directors, except that a special meeting of the Executive Committee shall be called on the written request of three or more Executive committee members and notice of any special meeting of the Executive Committee to be held by telephone conference call may be given by telephone no later than twenty-four hours before such meeting.

ARTICLE XV. FISCAL YEAR

Section 15.1
The fiscal year shall commence on July 1st of each year and end on June 30th of the following year.

ARTICLE XVI. CHECKS, CONTRACTS, LOANS & DEPOSITS

Section16.1   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 (upon delegation of such authority by the President of the Board) by the Treasurer, or by such other Officer or Officers as may be designated by the Board of Directors. The Board of Directors may set limits upon the amount of any checks and orders for the payment of monies, notes or negotiable instruments of the Corporation, or require multiple or additional signatures for such instruments, or authorize additional persons to sign such instruments. The Board of Directors must approve expenditures of the corporation.
Section 16.2   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.
Section 16.3   Loans
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instance.
Section 16.4   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.

ARTICLE XVII. 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.

ARTICLE XIII. 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 attorneys 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.

ARTICLE XX. AMENDMENTS

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

PROFESSIONAL ASSOCIATION OF TRAVEL HOSTS, INCCORPORATE BY-LAWS