Article and section

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Section 1

The International Academy for the Study of Tourism (The Academy) is a registered not-for-profit Society according to the Hong Kong Societies Ordinance (Cap 151; http://www.hklii.hk/eng/hk/legis/ord/151/ ).

Section 2

The registered office of the Academy is currently located in Hong Kong.
Its location may be changed by a decision of the Membership.

Section 3

The objectives of the Academy are to further the scholarly research and the professional investigation of tourism, to encourage the application of findings, and to advance the international diffusion and exchange of tourism knowledge

Article 2: Membership

Section 1:
Categories and number of members

§1 The Academy has the following categories of members:
- Fellow
- Fellow Emeritus/a
§2 The number of Fellows of the Academy is limited to 75.
§3 The number of Fellows Emeriti of the Academy is not limited.

Section 2:
Nomination of Fellows

§1 Persons may be nominated as a Fellow if

• they have made an outstanding scholarly contribution to the field of tourism; and
• they have made a presentation at an Academy conference as an Invited Scholar.

Section 3
Admission of Fellows

§1 At the closing Academy business meeting, the Academy Fellows will review the qualifications of all Invited Scholars and vote on each individual. The result of this vote is not binding but will be submitted to all Fellows to inform them when the official candidate vote is taken.
§2 Persons are admitted and subsequently inducted as Fellows of the Academy, if more than fifty (50) percent of all Fellows who cast votes for an individual support such an admission. Only "yes" and "no" voting options are permissible
§3 An unsuccessful candidate cannot be re-nominated for a period of three (3) years
§4 Fellowship with the Academy is for life, unless the Fellow resigns voluntarily or is successfully terminated.

Section 4:
Rights and Duties of Fellows

§1 Fellows have all participatory rights and active as well as passive voting and polling rights, as granted by these bylaws.
§2 Fellows have the right to propose or second individuals for consideration as Invited Scholars.
§3 Fellows have the following duties and commitments towards the Academy:

• pay an annual membership fee;
• normally attend at least one of every two conferences and membership meetings
• lodge their vote as required;
• continue to contribute to scholarly research in the field of tourism.

Section 5:
Fellows Emeriti

§1 A Fellow may become a Fellow Emeritus/a.
§2 Fellows may self-select and self declare to become a Fellow Emeritus/a on

• reaching the age of 65, or
• retiring from full or part-time employment, or
• ceasing to be involved in tourism academia and corresponding scholarly activities.

§3 A Fellow who fails to comply with Fellow's duties, may be referred to the Executive Committee for review and recommendation to transfer his or her status to Fellow Emeritus/a.

• The Executive Committee may transfer status by simple majority.
• A Fellow may appeal this decision, in which case an ad hoc committee will be established to review the case

§4 A Fellow Emeritus/a may apply to the Executive Committee to be reinstated as a Fellow. Any re-instating as Fellow requires a supporting vote by an absolute majority of the Executive Committee.

Section 6:
Rights and Duties of Fellows Emeriti

§1 Fellows Emeriti have all participatory rights of Fellows; however, they do not have active or passive voting rights.
§2 Fellows Emeriti do not have any duties or commitments towards the Academy. Specifically, they do not have to pay an annual membership fee. They may attend Academy conferences and membership meetings and refer to themselves as a Fellow Emeritus/a/ a.

Section 7:
Termination of Membership

§1 A process to terminate a Fellow or Fellow Emeritus/a from the Academy may be initiated in cases of unprofessional conduct (e.g. academic dishonesty) which brings or has the potential to bring the Academy into disrepute.
§2 The termination process includes the following steps:

• A Fellow or Fellow Emeritus/a having allegedly brought the Academy into disrepute shall be referred to the Executive Committee for review.
• The Executive Committee grants the Fellow under accusation a hearing. Based on this hearing as well as the review of the case, the Executive Committee makes a recommendation and motion to the Membership Meeting.
• A Fellow may appeal termination, by providing grounds for an appeal, in which case an ad hoc committee will be established to review the case.

Section 8:
Change of Membership status

§1 Fellowship in the Academy may be ended by
- Voluntary resignation,
- Death, or
- Termination (see Section 7)
§2 Voluntary resignation for any reason may take place by giving the Executive Committee one month's notice in writing.

Article 3: Institutions

Section 1:
Overview

§1 The institutions of the Academy are:
- Membership meeting, normally in combination with an Academy Conference
- Executive Committee
- Standing Committee(s)
- Ad hoc Committee(s)
- Auditors
- Secretariat

Section 2:
Membership meeting

§1 The Membership Meeting consists of Fellows and Fellows Emeriti and is held normally at least once every two years.
§2 Membership Meetings can either be

• Stationary (formally and physically convening the members at a given location at a specific time) or
• Non-stationary (formally but not physically convening the members by digital means over a span of time and space).

§3 Members are considered to be present in a Membership meeting, if they

• attend a stationary Membership Meeting in person or
• sign up to a virtual Membership Meeting.

§4 Members cast their votes

• in person if attending a stationary Membership Meeting or
• by means of a circulated decision making (and any similar methods) at a non-stationary Membership Meeting. The time period provided to cast such a vote is at least 4 weeks.

§5 Any Membership Meeting is convened by the President on the decision of the Executive Committee,

• at least two months before the date of the stationary meeting;
• at least two weeks before the date of the non-stationary meeting.

§6 The notice convening the meeting must state an agenda of business. All business must fall within the scope of goals of the Academy.
§7 Any Fellow or Fellow Emeritus/a can propose a motion at the membership meeting for any type of business, on the condition that it is seconded.
§8 Any affair may be transacted by a quorum of one third (1/3) of the total number of Fellows. If a quorum is not available, a new meeting for which a quorum will not be required shall be called.
§9 A quorum is reached when one third (1/3) of all Fellows are present according to the definition in §3 of this section.
§10 The Membership Meeting has, in particular, the following powers:

• To recommend amendments to the By-Laws;
• To decide about a change of location of the registered office;
• To elect the Executive Committee;
• To assign any type of business to the Executive Committee
• To establish any Standing Committees and elect its members;
• To establish any Ad-hoc Committees and elect its members;
• To elect the auditors or a fiduciary company commissioned with the auditing of the annual accounts;
• To ratify the annual accounts and the annual budget; it may delegate this power once at a time wholly or in part to the Executive Committee;
• To fix the annual membership fee as well as any allowances to be paid to any member of the Academy and/ or the Secretariat;
• To ratify any matters referred to it by the Executive Committee;
• To review the work of the Secretariat
• To decide about any appeals by Fellows or Fellows Emeriti;
• To address or motion any matter of interest;
• To decide on the suitability of Invited Scholars to be recommended for nomination as potential Fellows by means of a secret ballot, whereby Fellows can vote 'yes', 'no' or 'unsure';
• To recommend the dissolution or liquidation of the Academy.

§11 The voting rights at the Membership Meeting are as follows:

• Each present Fellow has one vote.
• Fellows Emeriti have a consultative voice.
• All ballots normally take place by a show of hands (with the exception of voting on Invited Scholars as potential Fellows at the membership meeting) unless the Membership Meeting (at a stationary meeting) or the Executive Committee (at a non-stationary meeting) decides otherwise.
• Voting and elections are normally decided by a simple majority of the present Fellows, unless the Membership Meeting decides on a different type of majority. In the case of equal numbers of votes, the President has the casting vote.
• A two-thirds (2/3) majority of the present Fellows is required is required to support recommended changes to the bylaws for ratification by Fellows
• A two-thirds (2/3) majority of the present Fellows is required to change in the location of the registered office of the Academy.
• A two-thirds majority (2/3) of all Fellows is required to decide on the termination of membership of a Fellow or Fellow Emeritus/a
• A two-thirds majority (2/3) of all Fellows is required to to support the recommendation to dissolve or liquidate Academy for ratification by Fellows

Section 3:
Executive Committee

§1 The Executive Committee is constituted by the following Officers: President, 1st Vice President, 2nd Vice President, Treasurer, and Board Chair.
§2 The Executive Committee conducts and executes all business of the Academy on behalf of the members. All business is subject to ratification by the membership meeting.
§3 The terms of office of The Executive Committee shall be two (2) years, and no Fellow may serve for more than two (2) consecutive terms as one and the same Officer on the Executive Committee.
§4 Officers for the Executive Committee shall be elected by a simple majority of present Fellows at a Membership Meeting.
§5 The Executive Committee can delegate any type of business to either Standing Committees or Ad-hoc Committees established by the Membership Meeting. Whereas Standing Committees or Ad-hoc Committees are responsible for a proper execution of that business, the Executive Committee remains accountable.
§6 The Executive Committee reports at least once a year to all members about all major actions planned and executed. This includes a financial report by the Treasurer. This financial report shall be subject to a review by the auditors.
§7 Actions of the Executive Committee shall be ratified by the Fellows of the Academy at the Membership Meeting.
§8 The Executive Committee shall confer at least once each year at the call of the President. The minutes of the Executive Committee shall be distributed to the Fellows of the Academy as promptly as possible.
§9 In case of the incapacity of any elected officer, the President will appoint another Fellow to complete the term of that office. In case of the incapacity of the President while in office, the 1st Vice President shall assume that office.

Section 4:
Standing Committees

§1 In order to execute ongoing special business, the Membership Meeting may establish Standing Committees.
§2 The terms of office of Standing Committees shall normally be two (2) years, and no Fellow may serve for more than two (2) consecutive terms on the same Standing Committee.
§3 Members of Standing Committees shall be elected by a simple majority of Fellows who are present.
§4 Standing Committees constitute themselves. Fellows of each Standing Committee shall elect one of their members as the Chair of that Standing Committee and convey this person's name to the Executive Committee as soon as possible.

Section 5:
Ad-hoc Committees

§1 In order to execute time-limited special business, the Membership Meeting or Executive Committee may establish Ad-hoc Committees.
§2 The terms of office of Ad-hoc Committees shall be two (2) years.
§3 Members of Ad-hoc Committees shall be appointed by the Executive Committee.
§4 Ad-hoc Committees constitute themselves. Fellows of each Ad-hoc Committee shall elect one of their members as the Chair of that Ad-hoc Committee and convey this person's name to the Executive Committee as soon as possible.

Section 6:
Auditors

§1 The Auditors are responsible to carry out an annual audit of the financial accounts.
§2 The Auditors are two Fellows who must not be members of any Committee of the Academy.
§3 Auditors shall be elected by a simple majority of Fellows present at a Membership Meeting.
§4 The Membership Meeting may commission a fiduciary agent to carry out the audit.

Section 7:
Secretariat

§1 The Secretariat prepares and executes the administrative work of the Academy under the direction of the Executive Committee.
§2 It is located at a place selected by the Executive Committee.
§3 The costs of this work are remunerated according to standard fees applicable.

Article 4: Finances

Section 1:
Sources

§1 The Academy derives its funds from annual membership fees, any type of subscriptions as well as activities and interest and returns on investments.
§2 All Fellows shall pay an annual membership fee and other fees as set by the Executive Committee and ratified by the membership

Section 2:
Use of funds

§1 The expenditures of the Academy are allocated by the Executive Committee as defined by an annual budget submitted to members.
§2 The Membership Meeting determines any type of allowances to any member of the Academy or the Secretariat.

Section 3:
Governance

§1 The officers may establish such banking procedures and bank accounts as deemed appropriate and necessary for the efficient operation of the Academy.
§2 The officers shall have authority for signing cheques and approving expenditures of the Academy. All financial transactions exceeding US$500 shall require the approval of the Treasurer and the President or one other officer as designated by the President.

Section 4:
Liability

§1 The liability of the Academy is limited to its capital.
§2 The liability of the members of the Academy is limited to their annual membership fees.

Section 5:
Financial year

§1 The financial year begins on 1 January and ends on 31 December of each year.

Article 5: Amendment to Bylaws

Section 1:

Changes in the Bylaws shall be made by two-thirds (2/3) affirmative vote of Fellows voting.

Article 6: Termination

Section 1:
Process

If the Membership decides to terminate the Academy, the Executive Committee will appoint a liquidator.

Section 2:
Finances

Any surplus remaining after the repayment of debts, will be handed over in accordance with the decision of the Membership Meeting which has agreed upon the dissolution, to tax exempt not-for-profit institutions devoted to research, study and education in tourism.

Article 7: Conclusions

Section 1:
Validation

§1 These By-Laws were approved by the Membership Meeting of the Academy in Bali, Indonesia on 7 May 2019.
§2 They supersede those approved previously.

Section 2:
Signatures

Place, Date, and time

Bali Indonesia, 7 May 2019, 17:00

The International Academy for the Study of Tourism
The President: Robert McKercher
The Board Chair: Larry Dwyer