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Article 1 – Name and Location

The organization name will be Idaho Bed and Breakfast Association.

Article 2 – Purpose

Our objectives as an association include:

1) Promote the small lodging industry throughout Idaho

2) Encourage, assist and hold accountable the member businesses to the standards set by the membership

3) Devoted to the improvement and business conditions and the advancement of the education of small lodging facility owners

4) The promotion of common business interests, higher business standards and encouragement of uniformity and cooperation by the members

5) Represent the association membership before groups that effect the bed and breakfast industry

6) Increase member knowledge through sharing information

7) Enhance overall quality-assured stays that exceed our guests expectations

Article 3 – Membership

Section 1. Voting membership guidelines
a) Active members include cottages, country inns, dude ranch, farm stays, guest ranch, tent cabins and traditional bed and breakfasts, and any alternative bed and breakfast type businesses other than hotels & motels.

b) At the discretion of the board of directors, a minimum attendance at member meetings may be enforced

c) Only one vote per membership facility allowed

d) Active members should be prepared to serve on committees as needed/requested

Section 2. Affiliate Members
Affiliate members, tourism partners, vendors or suppliers to the bed and breakfast association may attend meetings and receive floor time upon board approval.

Section 3. Dues
Dues will be $75.00 annually per property, and/or per affiliates member business, to be paid upon membership for the fiscal year of January 1 – December 31. Dues structure is subject to change with majority decision made by the Board of Directors and approved by membership.

Article 4 – Board of Directors

Section 1. The Board of Directors shall consist of 3 (three) members and shall make recommendations to the Association membership and administer the affairs of the association.

Section 2. The Board of Directors shall consist of the following officers: President, Vice-President, Secretary/Treasurer.

Section 3. 2 (Two) members of the Board of Directors shall constitute a quorum.

Section 4. If a vacancy occurs due to death, resignation, or suspension, the Board shall appoint a replacement Director to fill the term of vacancy. 3 (three) consecutive unexcused absences per year from Board meetings constitute cause for suspension from the Board of Directors.

Section 5. There shall be at least 1 (one) meeting of the Board of Directors per quarter.

Section 6. The Board of Directors shall establish from time to time such standing committees [i.e.]: association brochure, newsletter, website, membership etc.] as it considers appropriate to carry into effect the objectives and purposes of the organization.

Section 7. The Board of Directors reserves the right to hire an executive coordinator to carry out all duties assigned by the board

Section 8. Board of Directors

a) The President shall call meetings, and furnish guidance to the officers. The President shall be the Chief Executive Officer of the Association with the authority to carry out all duties assigned by the Board.

b) The Vice President shall assume the duties of the President when the President is unable to carry out the duties required, plus other duties assigned by the Board as well as act as historian for the Association calendar, activities and actions.

c) The Secretary shall have the responsibility for keeping records of the Association, recording minutes of the meetings of the Board of Directors and the annual membership meetings, and performing other correspondence duties prescribed by the Board. The Secretary shall provide copies of the minutes, by-laws and standards to the Board members and to the membership at the request of the President.

d) The Treasurer shall act as custodian of Association funds and provide supervision over the financial affairs of the Association. The Board is authorized to require and provide bonding for the Treasurer. The Treasurer will make regular financial reports, provide for financial audits as required by the Board of Directors, and report to the Association at the membership meetings and any other time by request of the Board of Directors.

Article 5- Membership Meetings

Section 1. There shall be general membership meetings of the Association whenever the Board of Directors determines the need for such a meeting. Notice of time and place of each meeting shall be sent at least twenty (20) working days prior to each meeting to each member at the address (physical or electronic) on record with the Association.

Section 2.v One meeting per year will be held to install new Directors and address other Association business that may be presented.

Section 3. Special meetings of the membership of the Association may be called at any time by resolution of a majority of the Board of Directors or a majority of the active membership.

Section 4. At the general membership meetings a simple majority of the active membership is required for the passage of voting measures.

Section 5. Regularly scheduled state conference will be held in the month of October each year.

Article 6 – Elections

Section 1. Annual nomination of Regional Representatives shall be at the meeting. The election of Regional Representatives shall be held by Proxy, US mail or email, or FAX, and be concluded at the Membership meeting. One (1) vote will be accepted per membership, per officer vacancy. Representatives must reside in the region they represent.

Section 2. Decisions of special importance will be decided by a referendum of the active membership. The question, the Board’s recommendation, and the Board’s rationale for that recommendation will be provided to the membership at the membership meeting. Except for amendments to the By-laws, a simple majority of the total votes cast at the meeting will decide the question.

Section 3. If any positions are not filled at the time of the elections, the Board reserves the right to appoint those positions at a later date.

Article 7 – Regional Representatives

Section 1. The Association shall have a representative from each of the 7 travel regions in the state of Idaho. All regional representatives shall be appointed by the Board or elected from and by the Association membership from their respective regions for a term of one (1) year, but not limited to one year.

Section 2. Duties of Representatives:

a) Answer questions to members conducting business in their regions

b) Contact other bed and breakfast business owners and explain the benefits of membership in the state association to procure new members

Article 8 – Amendments

Amendments to these By-Laws may only be adopted upon a simple majority approval vote of the active membership, such vote to be the aggregate of votes cast at any general membership meeting at which the amendment is presented for a vote. Proxy, e-mail, FAX, or US Mail votes prior to the meeting are allowed.

Article 9 – Procedures

All meetings, general and Board, of this Association shall be conducted according to Robert’s Rules of Order.

Article 10 – Contracts, Loans, Checks and Deposits

Section 1: Contracts
The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Any such contract entered into is subject to approval of the Association membership before it goes into effect.

Section 2: Loans
No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a written resolution of the Board of Directors. Such authority shall be construed as general when dealing with the authorized budget but shall be known as specific for items outside of said budget.

Section 3: Checks
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the association, shall be signed by the Board of Directors Secretary/Treasurer with the approval of the Board.

Section 4: Deposits
All funds of the association shall be deposited in a timely manner to the credit of the association in such bank or banks or other depositories as the Board of Directors may select.

Article 11 – Dissolution

In the event of dissolution, the assets of this Association shall first be allocated to authorized debts. Any remaining assets shall be disbursed to Hospice. In accordance with the meaning of 501 (c ) of the internal revenue code, or the corresponding section of any future federal tax code will be used to guide the distribution of assets to a non-profit corporation. The corporations’ designated on-profit entity is Hospice.

Article 12 – Non liability of Officers and Members

Section 1: Exculpation Each director or officer or member shall be free from all personal liability for any act done in connection with any endeavor otherwise on behalf of the Association or for any losses incurred or sustained by the Association unless the same have occurred through his or her willful misconduct, willful neglect or willful negligence.

Section 2: Indemnification Every director or officer or member shall be indemnified by the Association against all reasonable cost, expenses and liabilities (including attorney’s fees) actually and necessarily incurred by or imposed upon him or her in connection with or resulting from any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which he or she may be involved as a party or otherwise by reason of his or her being or having been a director or officer or member of the Association at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he or she shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable for willful misconduct, willful neglect or willful negligence toward the Association in the performance of his or her duties as such director or officer or member. In the absence of such final adjudication of the existence of such liability, the Board of Directors and each director and officer may conclusively rely upon an opinion of legal counsel selected by or in the manner assigned by the Board of Directors. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights to which such person may be entitled as a matter of law, and shall inure to the benefit of the legal representatives of such person.

Section 3: Liability Insurance The Association may, at its discretion, purchase and keep in force sufficient liability insurance to cover the reasonably anticipated claims, which may be made against the Association or its officers, or directors or members in connection with the activities of the Association. Association shall pay the premiums for such insurance. The insurance carrier shall expressly consent to waiver of subrogation rights against all officers, directors and members except as to any willful misconduct, willful neglect or willful negligence.

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