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Article V — Officers of the Association

Section 1. Executive Committee. The elected officers of ASFONA shall be elected by the Board and shall consist of the President & CEO, a Vice President – Executive Director & Secretary (“VPS”), a Vice President – Executive Director & Treasurer (“VPT”), and a Vice President – Executive Director – Memberships (“VPM”) (collectively, the “Officers”). The President and three Officers shall comprise the “Executive Committee” and, as principal officials of ASFONA, shall, subject to the control of the Board, have general supervision over the affairs of ASFONA. The Executive Committee, together with the President shall appoint all standing committees and special committees as needed. In addition, the Executive Committee together with the President & CEO shall have other powers and duties as the Board of these By-laws may prescribe.

Section 2. President and Chief Executive Officer. The President shall be the Chief Executive Officer of the Association and advisor to the Board, the Executive Committee, and all other committees. The President shall be an employee of ASFONA and obliged to carry out the duties of the President. The President & CEO may not while in office indirectly or directly own, manage, be employed by, provide paid consultant advice, make loans to, or have any other financial interest in a hotel that is owned or is financially dependent to any major International Hotel Company or its affiliates. The President while in office may not be directly employed by any other independent hotel, hotel grouping or consortium but may receive compensation for consulting, advice, counseling or speaker fees providing that such compensation is not for services in conflict with the Associations Owners or Associate Membership, its Mission or Mandate, or By-Laws contained herein.The President shall have such powers and duties as from time to time may be prescribed to him or her by the Executive Committee, the Board, or the By-laws. The President shall be responsible for the overall management and the day-to-day operation of ASFONA; act as the spokesperson and ambassador of ASFONA; make management decisions and implement business procedures on behalf of ASFONA; preside as chairman at meetings of the Board; ensure, in conjunction with the VPS and VPT, that notices are duly given in accordance with the law; have charge of the books, records, and papers of ASFONA and ensure that they are properly kept and filed; and shall perform such other duties which usually pertain to the office of President.

Section 3. Powers and Duties. Except as hereinafter provided, the Officers shall each have such powers and duties as generally pertain to their respective offices, as well as those that from time to time may be conferred by the Board or these By-laws. The Officers specific duties include:

(a) Vice President – Executive Director & Secretary (“VPS”). The VPS shall act as secretary of and keep the minutes of all meetings of the Board or Members; shall ascertain that all notices are duly given in accordance with law; shall have charge of the books, records and papers of the Association and see that all reports, statements and other documents and records required by law are properly executed, kept and filed; shall keep the seal of the Corporation and, when authorized, shall apply the seal as required; and shall have responsibility for authenticating records of the Association. The VPS shall act in the absence of the President and shall perform other duties that usually pertain to the office of Vice-President.

(b) Vice President – Executive Director & Treasurer (“VPT”). The VPT shall maintain correct and accurate records of all financial and banking transactions of ASFONA; shall have charge and custody of the funds and other assets of ASFONA and sign all checks in relation to the business of ASFONA; shall ensure that ASFONA’s legal and fiduciary obligations are fulfilled; shall provide ASFONA’s auditors with appropriate records annually; and shall be responsible for the keeping of correct and adequate records of all financial affairs. All bills of ASFONA shall be presented to the Treasurer for payment upon approval by the President. The VPT shall act in the absence of the President and the VPS.

(c) Vice President – Executive Director – Memberships (“VPM”). The VPM shall direct the President on the frequency and content of communication to all membership categories, the criteria and eligibility of membership for all membership categories, and recruitment activities to solicit new members, including hotel industry events. The VPT shall act in the absence of the President, the VPS, and the VPT.

Section 4. Other Officers. The Board shall also have the right to appoint other officers who shall serve in such capacity and have such duties as may be prescribed by the Board from time to time.

Section 5. Eligibility and Elections. The Board shall elect the Officers from the then-current Directors serving on the Board. Each Officer may serve consecutive two tear terms in any one position unless otherwise directed by the board at the recommendation of the President. Each Officer shall be elected by the Board at the last Board meeting of the fiscal year. Each Officer shall be elected by a majority vote of the Directors present where a quorum is present. If no candidate receives a majority of votes cast, then a run-off shall be conducted among the two candidates receiving the most votes.

Section 6. Term of Office. Each Officer may serve consecutive two-year terms commencing on the date of the Board’s last meeting of each fiscal year unless otherwise directed by the ASFONA Board at the recommendation of the President. Officers shall hold office until his or her successor is duly elected and qualified at the election following the completion of the Officer’s term, or, if earlier, until his or her death, resignation or removal.

Section 7. Removal of Officer. Any Officer may be removed for any reason, with or without cause, by a three-fourths (3/4) vote of the Regular Members at any special meeting, or by a three-fourths (3/4) vote of all the Directors at any meeting of the Board. Any other officer, not including the President, may be removed for any reason, with our without cause, by a majority vote of the Directors present and voting at any meeting of the Board.

Section 8. Resignation of Officer. Any Officer may at any time resign as an Officer by giving written notice of resignation to the VPS. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of receipt thereof. No action by the Board shall be necessary to cause a resignation to be effective.

Section 9. Election of Replacement Officer. Any Officer vacancy may be filled by the affirmative vote of a majority of all persons elected and then serving as Directors at the next following regular meeting of the Board or at a special meeting of the Board. In the interim before a new Officer is elected, the President shall carry out the duties of the vacant position.

Section 10. Compensation of Officers. All Officers shall serve without compensation, except such reasonable compensation as may be authorized by the Board.

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