Articles of Association
ARTICLE I-NAME
The name of this association is the WORLDWIDE AIRLINE CUSTOMER RELATIONS ASSOCIATION.
ARTICLE II-PURPOSE
1. To promote and encourage a free exchange of ideas and methods providing a consistently high level of customer relations.
2. To provide a forum for the mutual exchange of such ideas and the means for successful related cooperation among passenger and cargo air transport enterprises, directly or indirectly in air services.
3. To cooperate with and provide liaison to the Air Transport Association (ATA) and the International Air Transport Association (IATA) in such foregoing areas.
ARTICLE III-MEMBERSHIP
1. Any air transport service may provide representation to this association.
2. Each participating air transport service will provide the name and address of official representatives and a list will be maintained by the Board of Directors, elected at an Annual General Conference of the Association.
3. Application for membership in the Association shall be submitted to the Board of Directors in the form and detail required by that group.
4. Delegate Definitions
- a. Voting Delegate
A voting delegate is the principal representative of a carrier and will have paid the full delegate's fee. Only this category of delegate will have the right to vote in General Assembly.
- b. Non Voting Delegate
A non-voting delegate attends the conference as a member of a carrier's delegation and, having paid the full delegates fee, may participate in all business proceedings.
- c. Guest
A "Guest" shall be an individual who:
1. has previously attended as a WACRA delegate, but who has retired from business.
2. is accompanying a delegate or former delegate as defined above.
Guests are required to pay the appropriate fee but will not attend the business sessions without prior approval of the Board of Directors.
ARTICLE IV-FEES
1. All sums, hereinafter termed "fees" or "assessments," will be approved and assessed by the Board of Directors, unless otherwise specified herein. WACRA fees consist of two basic fees. A Conference Registration Fee as noted in IV-2 and a Yearly Airline Membership Fee as noted in IV-4
2. A fixed sum will be collected from each delegate attending a Conference. Such sum will bear a direct relationship to the cost of providing meeting rooms, secretarial assistance, and arrangement provisioning inclusive of costs associated with acquisition of services from speakers and workshop leaders.
3. In connection with the Annual General Conference, special attendance fees may be assessed and collected from guests accompanying delegates.
4. A fixed sum, to be determined by the Annual General Conference, shall be assessed and collected from each member carrier for purposes of defraying costs of the Association, including but not limited to, distribution and publication of minutes, newsletters, maintenance of electronic media, such as the Association's Web Site, and other functions of the Association.
- a. The amount of the annual assessment for the subsequent year shall be determined by majority vote at the Annual General Conference.
- b. Such annual assessment shall be due and payable to the Treasurer of the Association by June 1st subsequent to the Annual General Conference.
- c. A member carrier who does not pay the annual assessment for one year is not entitled to attend the Conference or receive minutes, newsletters; or have access to the membership section of the Web Site.
5. Member carriers may not be deemed eligible to send delegates to the Annual General Conference, nor to be members in good standing, until all fees and assessments are paid.
6. All fees will be expressed in terms of United States Dollars.
ARTICLE V-AUTHORITY
1. The ultimate authority of the Association is vested in the Annual General Conference composed of representatives of the active members of the Association.
2. The Board of Directors, elected by the General Conference, as provided for in these Articles of Association, shall exercise the executive functions of the Association within the framework of these Articles and with such additional powers as may be vested in it by resolution of the Conference.
ARTICLE VI-THE ANNUAL GENERAL CONFERENCE
1. A General Conference of the Association shall be held annually at a place and time determined at the preceding Annual General Conference (or at a General Conference two years earlier). If no place and time have been determined at either of such prior meetings, they shall be determined by the Board of Directors.
2. Notice of the Annual General Conference shall be mailed to the members of the Association listed with the Board of Directors not less than six months prior to the date of the Conference.
3. A tentative agenda of matters will be posted to the Web Site not less than 60 days prior to the date of the Conference. A final agenda will be posted not less than 21 days prior to registration, subject to last minute cancellations or changes beyond the Board's control.
4. The agenda of matters to be discussed at the Annual General Conference will be prepared by the Board of Directors. Active members of the Association may submit matters for inclusion in the agenda to the Chairperson of the Board of Directors, but not less than three months prior to the date of the Conference. Additional items may be submitted after this time, but inclusion in the agenda will be at the discretion of the Board of Directors.
5. The Annual General Conference shall:
- a. Formally approve the nominee for Chairperson submitted by the current year Board.
- b. Formally approve open Board positions based on candidated submitted by the current Board.
- c. Receive and consider reports of the Board of Directors and/or establish special committees
- d. Appoint and provide terms of reference for special committees
- e. Deliberate on the matters provided in the agenda and make recommendations accordingly
6. A majority of the active members of the Association, present, or represented, shall constitute a quorum of any General Conference. Each approved delegation shall have one vote to be cast by its duly authorized representative or proxy.
7. All motions on which a vote shall be taken must have majority approval of all voting delegates of the Annual General Conference in order for them to be adopted.
ARTICLE VII-MANAGEMENT
1. The Chairperson of the Board of Directors shall be elected from among the representatives of airlines holding active membership in the Association.
The nominee is required to have served on the Board of Directors for a full term of two years. The period of time served by such member may, however, be waived by unanimous approval of the Board.
Following the election, the Chairperson shall preside over all business of the Association until taking office at the beginning of the next Annual General Conference, over which the Chairperson shall preside, and continue in office until his successor takes over, serving as Chairperson Emeritus after the election of the successor.
If, during his term of office, it becomes impossible for the Chairperson to continue his duties, such responsibilities will be automatically transferred to the Chairperson of Emeritus.
2. The Board of Directors of the Association shall be composed of not less than four persons but not more than 11, including the Chairperson and Chairperson Emeritus chosen from among the representation of the active members. .
3. Membership on the Board of Directors is for the term of two years to provide continuity by a percentage of the Board members,
4. Those delegates elected to the Board of Directors shall all provide commitment to the Board that they will attend all Board meetings each year during their term of office.
In each case that an elected Board Member is unable to do so, the nominee who received the highest number of votes at a preceding Conference, but not sufficient number of votes to be elected, may be asked by the Chairperson to serve on the Board to the end of the period of his nomination.
In the absence of such a nominee, the Chairperson shall appoint a Member of the Association on the basis of recommendation of the Board. Such a member shall serve on the Board until the next Conference when he/she shall have the opportunity to stand for election to the Board for the two-year term specified in paragraph 3.
In the event that any member of the Board of Directors fails to attend more than one meeting, the Board of Directors will have the right to review this Member's continued membership on the Board of Directors and to propose his/her replacement at the following Annual General Conference.
5. All decisions concerning the well being of the Association shall be subject to final approval of the Annual General Conference.
6. The Board of Directors shall be vested with the following duties:
- a. In the event of any vacancy of any officers of the Association, the Board of Directors may allow on majority vote of those Board Members present,
- b. A one year term of an ex-member or extend the term by one year of an existing member; and/or
- c. Permit a Board Member's own carrier management to select a qualified management staff member to complete the remaining term.
- d. Authority to represent the Association and to determine and fix policy within the framework of these Articles and the resolutions adopted by the Annual General Conference.
- e. General management and control of the affairs, funds, and property of the Association.
7. The Board of Directors shall duly elect one of its members as Treasurer, to serve for two years
8. The Treasurer shall be responsible for the collection of all dues, fees, and other assessments as approved by the Annual General Conference and / or the Board of Directors. The Treasurer shall submit a balance sheet and statement of operations at the Annual General Conference, and is responsible for maintaining and keeping all financial records of the Association. Financial records must be retained for a period of seven years.
9. Membership and solicitation, information services, baggage, and public relations activities will be executed exclusively or in-part by Board Members holding the following Director positions:
- Membership Director
- Board Secretary
- Board Treasurer
- General Session & Workshop Director
- Sponsorhip Director
- Information Services Director/Web Administrator
- Transportation & Host Carrier Director
10. Regular meetings of the Board of Directors shall be held as deemed necessary by the Chairperson, but not less than twice per year, prior to the Annual General Conference.
11. Notice of meetings of the Board of Directors shall be given to each member no less than twenty days prior to the date of such meetings.
12. The Board of Directors shall, from time to time, adopt, amend or revoke its rules and regulations necessary for the performance of its duties. Such rules and regulations shall not be inconsistent with these Articles of Association nor with the resolutions of the Annual General Conference.
13. The Association may, at any Annual General Conference, delegate to the Board of Directors such additional powers and authority as may be considered necessary or desirable for the performance of the functions of the Association.
14. The Board of Directors will ensure that adequate secretarial assistance is available at the Annual General Conference for the preparation of minutes. Minutes will concern only issues brought to a floor vote.
15. The Board of Directors will ensure that minutes of the Annual General Conference are available to all members via the Web Site not more than sixty days after the close of the meeting.
16. As directed by the Association, the Board of Directors will provide liaison to ATA and IATA.
17. The Conference delegate fee shall be waived for Chairperson of the Board, Chairperson Emeritus, Members of the Board and host Airline.
ARTICLE VIII-AMENDMENT
These Articles may be amended as follows:
- at any Annual General Conference by four-fifths vote of the active members present, in person or by proxy, and voting, providing that a statement of the purpose of the proposed amendment has been included in the agenda submitted by the Board of Directors for the General Conference at which such change is proposed for adoption.
- by Electronic Voting by four-fifths vote of the current members responding via www.wacra.com, provided written confirmation of the purpose of the proposed amendment is sent to the membership within 21 days of the voting closing date.
ARTICLE IX-DISSOLUTION
The Association may, at any time, be dissolved by the resolution of the General Conference of the Association approved in writing by four-fifths of the active members. In case of dissolution, funds and property of the Association shall be distributed equally among the active member carriers. |
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