GBTA Board And Bylaw Votes Ruled Invalid
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The Global Business Travel Association wrapped up its annual convention in Orlando last week as one of the largest in the history of the group. It had almost 6,400 attendees, it had 400 exhibitors on the convention floor, and it had more than 1,300 travel buyers.
What it didn’t have was its own people.
Donna Kelliher, GBTA President and CEO, was forced to send out a terse note to members that it failed to attract the needed 10 percent of direct members – roughly 290 of 2,889 members – to attend the meeting in person in order to conduct business under its bylaws.
As a result, “absent a quorum, GBTA could not conduct 'business' at its Annual Meeting. This means that the elections held on July 28 (i.e., for Board members and for the proposal to amend the Bylaws) were not valid.”
It’s a surprising turn of events given the success of the annual convention, but the association needed a quorum under its own bylaws and by the laws of the state of New York, where it is registered as a non-profit.
As required by GBTA’s Bylaws, the Association held its annual meeting on July 28, 2015. According to New York law, the law governing GBTA’s affairs, and the association’s bylaws, ten (10) percent of Direct Members (i.e., at least 290 of GBTA’s 2,899 direct members) had to attend the annual meeting in person or by proxy for a quorum to exist. Unfortunately, the association fell short of the 290 member-quorum requirement.
“For now, the previous Board will remain in place, as previously constituted, until it can determine the Association’s next steps. These next steps will minimally include a 'special meeting' and a timely new election,” Kelliher wrote. “There are many factors to consider related to holding a special meeting and to conducting new elections. Thus, the Board plans to meet very shortly to consider these and related issues. Of course, we will announce the Board’s plan for a path forward (i.e., a special meeting and new elections) as soon as possible. In the meantime, the association would like to stress its focus on providing the membership with as much notice as possible for the special meeting and for the new elections.”
Kelliher noted that this is the first time the GBTA has not been able to have a quorum at its annual meeting.
It is unknown whether the lack of members was due to several new proposals and bylaws on the table, including, according to Business Travel News:
• Retain legal counsel who specializes in association bylaws to review and update the bylaws for compliance with New York state law and best practices
• Create an “indirect member” status that allows industry-specific consultants and travel management company outsourced buyers to retain direct member benefits but no voting privileges
• Clarify that members have equal rights consistent with their statuses (e.g., direct member, allied member) regardless of where, globally, each person works
• Remove term limits for elected board members and officers
• Remove “C-level” title from any volunteer positions
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