NEBRASKA TRAVEL ASSOCIATION (NETA) BY-LAWS

ARTICLE I: General
The organization is incorporated under the laws of the State of Nebraska as Nebraska Active Counties in Tourism, a Nebraska nonprofit corporation (the “Corporation”) dba Nebraska Travel Association (hereinafter referred to as NETA). Meetings of members or Directors may be held at such places within the State of Nebraska, as may be designated by the Board of Directors from time to time.

ARTICLE II: PURPOSE
Section 1 : NETA’s purpose is defined at the direction of our membership. Our priorities
are as follows.
1) Legislative/Government Relations
● Through a lobbyist funded by NETA.
● Ensuring good relations/communications with the Nebraska
Tourism Commission
2) Education/Mentoring
● Maintain active membership in the Upper Midwest Convention and Visitors Bureaus.
● Mentoring industry personnel.
● Networking among industry personnel.
● Identify and develop industry best practices
3) Communications
● Public/Media Relations
● Maintaining Brochure Swap
● Ensure good communication with our Membership

Notwithstanding the above, the overall goal of NETA is to promote a forum for the exchange of ideas and programs between the members and the Nebraska Tourism Commission (hereafter called the Commission), to develop a common direction with the Commission for the best use of available promotional dollars, and to assist the Commission in initiating and coordinating cooperative promotional and advertising efforts to the mutual benefit of the state and the members.

ARTICLE III: MEMBERSHIP RIGHTS & DUES
Section 1 : Membership of NETA shall be a single travel related entity, within the State of Nebraska. Eac h entity, hereinafter called a (member), having an interest in NETA and its objectives is eligible for membership in NETA for ONE (1) fiscal year upon payment of annual dues. No member shall be excluded because of gender, race, creed, or color.

Section 2: Membership of NETA located outside the State of Nebraska shall not have voting rights.

Section 3 : Each member organization in good standing will have ONE (1) vote on the affairs and issues brought before the membership.

Section 4: Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary.

Section 5 : The NETA fiscal year shall be July 1-June 30. The amount of dues shall be determined from time to time by a recommendation of the NETA Board with approval from the membership. Payment of dues must be received annually prior to September 1 to be a member in good standing in NETA and to receive all rights and benefits of a NETA member. All dues are renewable annually for the entire fiscal year. Members who do not pay dues by September 1 will be removed from the membership roster. Membership may be reinstated at any time upon payment of annual dues.

Section 6 : Assessment for special purposes may be made if approved by a two-thirds vote of the members present at an Annual Meeting or Special Meeting or by a majority of a mail or email referendum vote taken after approval of the Association.

ARTICLE IV: COMPENSATION
Members shall receive no compensation from NETA for time served on NETA’s behalf. Members may submit documented expenses (including, but not limited to photocopying, phone, and postage) incurred on NETA’s behalf for reimbursement. A quorum of the Executive Board can authorize payment of any budgeted expense. The Executive
Board can authorize payment of any unbudgeted expense incurred on NETA’s behalf of up to $100. Expenses over $100 not included in the annual budget must be approved by the membership prior to payment. All expenses paid on NETA’s behalf will become part of the permanent financial record and all payments are subject to review by the NETA membership.

ARTICLE V: MEETINGS
Section 1 : NETA shall meet FOUR (4) times per year . Meetings may be rescheduled or cancelled with good cause. The spring meeting will be considered the annual meeting and will be the last general meeting held during the fiscal year. Meetings and voting may be held via teleconference or via other electronic means.

Section 2 : The simple majority of NETA members at a regularly scheduled meeting plus the members registering a vote by proxy on that issue with the NETA Secretary shall constitute a voting quorum. The simple majority of the Executive Board shall constitute a quorum for executive committee meetings for the purpose of discussing policies, directives, rules, resolutions and procedures so as to effectively guide the membership.

Section 3 : Notice of the time, place and purpose of all meetings shall be sent to each member via e-mail or postage paid mail a minimum of 20 days prior to all general meetings. Special meetings may be called by the NETA President or by a consensus of the executive board. Special meetings may be scheduled at any time but notice will be given to the members not less than 72 hours prior to the start of the special meeting. All special meetings will be open to the membership. Committee meetings may be scheduled at any time by the committee chair.

Section 4 : Minutes of each meeting will be available to the members.

Section 5 : Roberts Rules of Order, Newly Revised in all cases not specifically covered by the NETA by-laws shall govern NETA proceedings.

ARTICLE VI: OFFICERS & EXECUTIVE BOARD
Section 1 : NETA members in good standing for one or more years shall be eligible to hold office in the association. The NETA Executive Board shall consist of 2 members representing Designated Destination Marketing Organizations (DMO) , 2 Non-DMO Members, and the immediate past president. No two officers may represent the same county.

Section 2 : Executive Board Members shall be elected at the annual meeting. Executive Board Members shall be limited to one (1) three-year term. A period of ONE (1) year must elapse before eligibility is restored with the exception of the Past President acting as the Interim President in the absence of the President and Vice President. Officers missing TWO (2) consecutive meetings during a year without due cause may be requested to resign. If a response to this request is not received THIRTY (30) days prior to the next general meeting, the position shall be declared vacant. The Executive Board will fill any officer vacancy for the unexpired term, the appointed officer will assume responsibilities immediately, and the appointed officer will be announced to the membership at the next general meeting.

Section 3 : NETA officers shall include a President, Vice President, Secretary, Treasurer, and Past President. Officers shall be elected by the Executive Board. The President shall serve no more than one year.

Section 4 : The President shall:
1) Serve as the presiding officer at general meetings and Executive Board meetings.
2) Call all special meetings.
3) Appoint all committee members, subject to the approval of the Executive Board.
4) Sign jointly with the Treasurer on checks and legal documents as authorized by NETA.
5) Perform duties as prescribed by NETA by-laws and directives.

Section 5 : The Vice-President shall:
1) Perform the duties for the President in his or her absence.
2) Under the supervision of the President, be trained in all functions of NETA and the responsibilities of the President.
3) In the absence of the President, be authorized to sign checks and legal documents.
4) Perform duties assigned by the President to accomplish the NETA by-laws and directives.

Section 6 : The Secretary shall:
1) Provide members with notices of general meetings, special meetings, and events.
2) Record the minutes of all general, executive and special meetings.
3) Maintain historical records of NETA activities.
4) Perform duties assigned by the President to accomplish the NETA by-laws and directives.
5) In the absence of the President and Vice-President, be authorized to sign checks and legal documents.

Section 7 : The Treasurer shall:
1) Handle all NETA finances.
2) Maintain the financial records of NETA consistent with generally accepted accounting principles including proper records for receipts and expenditures.
3) Furnish a recommended annual budget for the upcoming fiscal year at the last general meeting of each fiscal year.
4) Publish a quarterly financial report.
5) Furnish other such reports as may be specified.
6) Maintain a current list of members and voting representatives.
7) Sign jointly with the President or, in the absence of the President, the Vice-President or Secretary on all checks and legal documents.
8) Perform duties assigned by the President to accomplish the NETA by-laws and directives.

Section 8 : The Past President shall:
1) Perform the duties for the President in the absence of the President and Vice President.
2) Be a voting member of the Executive Board.
3) Assist the officers by sharing information on past NETA proceedings.
4) Assist the officers and membership in ways that contribute to the sustenance and development of NETA.

Section 9 : The executive board shall:
1) Approve the appointment of all committee chairs.
2) Assume responsibility for the integrity of the association and its finances.
3) Assume responsibility for the enforcement of these by-laws.

Section 10 : Standard of Conduct for Members and Officers
1) A Member or officer of the Corporation shall discharge his or her duties as a Member or officer, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Corporation.
2) In discharging his or her duties, a Director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more representatives of the Corporation whom the Member or officer reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other persons as to matters the Director or officer reasonably believes are within the person’s professional or expert competence; or
(c) A committee of the Board of Directors of which the Member is not a member as to matters within its jurisdiction if the Director reasonably believes the committee merits confidence.
3) A Member or officer of the Corporation is not acting in good faith if such Director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.
4) A Member or officer of the Corporation is not liable to the Corporation or any other person for any action taken or not taken as a member or officer, if such member or officer acted in compliance with this section. A member or officer of the Corporation shall not be deemed to be a trustee with respect to the Corporation or any property held or administered by the Corporation, including without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
5) Members or officers deemed to have violated the NETA Standard of Conduct may be removed from membership or office by a ⅔ majority vote of the Membership.

ARTICLE VII: COMMITTEES
Section 1 : The President with a quorum of the Executive Board shall be empowered to establish committees or task forces as may be necessary to carry on the functions of NETA. The Executive Board or the committee/task force chairman may choose members for the respective committee/task force.

Section 2 : The committee or task force shall make recommendations to the Executive Board for approval before presenting information to the membership. No action or resolution of any kind shall be taken on NETA’s behalf by committees or by task forces unless approved by a quorum of the Executive Board.

ARTICLE VIII: DISSOLUTION
Section 1 : A resolution to dissolve NETA may be adopted by the President directing
that the questions of dissolution be submitted to a vote at a meeting of members, which
may be either a general or special meeting. Written notice stating that a purpose of the
meeting is to consider the dissolution of NETA shall be given to each member not less
than 20 days prior to the date set for the meeting. At such meeting, the resolution for
dissolution shall be adopted by the affirmative vote of at least two-thirds of the
members.

Section 2 : Upon the dissolution of NETA, the Executive Board shall pay or make provisions for the payment of all of the liabilities of the association. The Executive Board shall then convey all of the remaining assets of the association to one or more organizations engaged in activities substantially similar to NETA. No part of said assets or funds shall be reverted to cash or property to be distributed to any NETA member or officer.

ARTICLE IX: AMENDMENTS
The bylaws may be amended at an Annual Meeting or Special Meeting by two-thirds vote of all members present and eligible to vote. Members shall be furnished by mail or email, copies of any proposed amendments at least thirty (30) days prior to the Annual or Special Meeting where a vote is to be taken on the proposed amendments. The proposed amendments as presented may be adopted or rejected by the membership in full or in part, but by complete paragraph only, and may not be altered as to wording or meaning.

ARTICLE X: MISCELLANEOUS PROVISIONS
Section 1: The Executive Board may retain legal counsel, parliamentary procedure assistance and technical assistance in the administration of NETA affairs.