NWVRP Bylaws

Bylaws of the NorthWest Vacation Rental Professionals

Bylaws of the Northwest Vacation Rental Professionals

Article I. Name
The name of this association shall be Northwest Vacation Rental Professionals, hereinafter referred to as the association or NWVRP.

Article II. Location of Headquarters
The headquarters of NWVRP shall be at a location decided by the Executive Board.

Article III. Object
The object of this association shall be to promote standards in the vacation rental industry and to strengthen member’s businesses through education, professional standards, marketing, political involvement, and industry networking in the northwest region of the United States and western Canada. The industry and professional standards are contained in the NWVRP Code of Ethics and in the NWVRP Standard Practices hereinafter referred to as NWVRP Core Documents.

Article IV. Members
Section 1. Eligibility. Membership shall be open to each approved short-term (less than 30 days) vacation rental management company (VRMC) which subscribes to the NWVRP Core Documents and have a C or higher grade or a N/R (no rating) with the Better Business Bureau. For membership purposes, a VRMC is defined as an entity managing five or more furnished residential properties with at least one property not owned by the VRMC. Companies operating in multiple locations or through multiple franchises, and its subsidiaries, are limited to a single NWVRP membership.

Section 2. Members. Members shall be vacation rental management companies in Alaska, Alberta, British Columbia, California, Hawaii, Idaho, Montana, Oregon and/or Washington. Each member company is entitled to one vote. Each member company shall designate a single representative who has voting power in general membership meetings. The representative may designate an alternate representative to vote on their behalf at any membership meeting. Such authorization must be submitted to the secretary of the organization prior to the start of the membership meeting. Proxy voting shall not be permitted.

Section 3. Termination or Reinstatement. Members may be removed from membership or reinstated to membership by a two-thirds vote of the Executive Board as follows:

Section 3.1. Suspension, Expulsion or Termination for Non-Payment of Dues. Membership, including voting privileges, shall be automatically suspended for any member whose dues or other assessments are 30 days or more overdue. After 60 days overdue, the member will receive a delinquency notice and will have 15 days from the date of that notice to bring accounts current. If accounts are not brought current within the 15 day required time frame, membership with the Association shall be terminated.

Section 3.2 Suspension, Expulsion or Termination for Causes other than Non-Payment of Dues. Any Member of the Association may be suspended or expelled by the Executive Board for conduct in violation of these Bylaws, the Code of Ethics, the Standard Practices or any other terms or conditions of membership established by the Executive Board from time to time in accordance with these Bylaws, including without limitation, any ethical standards and codes of conduct adopted by the Executive Board. Additionally, any Member’s membership in the Association may be terminated by the Executive Board if the Member no longer meets the qualifications and eligibility standards for membership in the Association. Prior to any suspension, expulsion or termination pursuant to this Section 3.1, the Executive Board shall give the affected Member written notice of the proposed suspension, expulsion or termination at least 15 days prior to the effective date of the suspension, expulsion or termination. The written notice shall state the proposed effective date for the suspension, expulsion or termination, describe the reasons for the suspension, expulsion or termination and indicate that the Member has an opportunity to be heard on the issue of the suspension, expulsion or termination no less than 5 days prior to the effective date of the suspension, expulsion or termination. If the Member requests an opportunity to be heard prior to the effective date of the suspension, expulsion or termination, the President of the Association shall either set a date for the Member to be heard on the issue of the Member’s suspension, expulsion or termination or, at the discretion of the President of the Association, shall permit the Member to present written testimony on the issue of the Member’s suspension, expulsion or termination. The President of the Association shall appoint at least 4 members of the Executive Board to consider the Member’s appeal. Only those members of the Executive Board present for the Member’s oral testimony, or those members of the Executive Board who personally review the Member’s written testimony, shall be eligible to vote on the issue of the Member’s suspension, expulsion or termination. A two-thirds vote of the members of the Executive Board designated to hear the Member’s appeal shall be required to expel the Member or suspend or terminate the Member’s membership in the Association. If a Member exercises its right to be heard in accordance with this Section 3.1 and the designated members of the Board deny the Member’s appeal, then the effective date of the suspension, expulsion or termination shall not be sooner than 5 days following the Member’s written or oral testimony.

Section 3.3. Liability for Prior Obligations. The resignation of a Member does not relieve the Member of any obligations the Member may have to the Association as a result of obligations incurred or commitments made prior to the resignation. Additionally, a Member who has been expelled or whose membership in the Association has been suspended or terminated shall remain liable to the Association for dues, fees or other assessments as a result of obligations incurred by the Member prior to the suspension, expulsion or termination. There shall be no refunds of dues already paid.

Section 3.4. Reinstatement. A Member terminated for nonpayment of dues or other assessments may be readmitted as a Member of the Association upon payment of all outstanding dues and other assessment, provided that the former Member still satisfies all qualifications and eligibility requirements for membership. After suspension or expulsion for cause other than the nonpayment of dues in accordance with Section 3.1 above, and upon written request signed by the former Member and filed with the Secretary of the Association, the Executive Board may reinstate the former Member’s membership in the Association upon such terms and conditions as the Executive Board deems necessary.

Section 4. Resignations. Members in good standing may submit resignations in writing to the Secretary.

Section 5. Dues. The Executive Board may fix dues as it deems necessary to meet the budget of the association. All dues are payable to the NWVRP by April 1st of each even-numbered year. By paying dues a member is agreeing to abide by the NWVRP Core Documents.

Section 6. Hold Harmless. All members of the NWVRP agree to the purposes of the association, and agree to hold harmless and indemnify the association and its officers for its work and decisions.

Article V. Associates
Section 1. Eligibility. Associates shall be either start-up VRMCs managing less than five furnished residential properties, or VRMC’s from states or provinces not listed in Article IV, Section 2, who apply and are approved by the Executive Board. For Associate status purposes, a Start-up Associate is defined as an entity managing between two and four furnished residential properties, while Outside Associates must have five or more residential properties under management.

Section 2. Termination. Associates who are found to be violating the NWVRP Code of Ethics may be removed from Associate status by a two-thirds vote of the Executive Board.

Section 3. Resignations. Associates in good standing may submit resignations in writing to the Secretary.

Section 4. Rights. Associates are entitled to attend and network at all NWVRP events and may receive other benefits as determined by the Executive Board. Associates are not entitled voting rights or any Board representation.

Section 5. Dues. The Executive Board may fix dues as it deems necessary to meet the budget of the association. All dues are payable to the NWVRP by April 1st of each even-numbered year. By paying dues an associate is agreeing to abide by the NWVRP Core Documents. Associate status is automatically forfeited if the dues remain unpaid thirty days after the due date.
Section 6. Hold Harmless. All Associates of the NWVRP agree to the purposes of the association, and agree to hold harmless and indemnify the association and its officers for its work and decisions.

Article VI. Affiliates
Section 1. Eligibility. Companies that market products or services to vacation-rental management companies and who subscribe to the NWVRP Code of Ethics may apply to NWVRP to have Affiliate status and receive any marketing benefits that the NWVRP Executive Board offers.

Section 2. Termination. Affiliates who are found to be violating the NWVRP Code of Ethics may be removed from Affiliate status by a two-thirds vote of the Executive Board.

Section 3. Resignations. Affiliates in good standing may submit resignations in writing to the Secretary.

Section 4. Voting Privileges. Affiliates are not entitled to any representation or voting rights.

Section 5. Dues. The Executive Board may fix dues as it deems necessary to meet the budget of the association. All dues are payable to the NWVRP by April 1st of each even-numbered year. Affiliate status is automatically forfeited if the dues remain unpaid thirty days after the due date.

Section 6. Hold Harmless. All Affiliates of the NWVRP agree to the purposes of the association, and agree to hold harmless and indemnify the association and its officers for its work and decisions.

Article VII. Officers
Section 1. Officers. The officers shall be a President, Vice-President, Secretary and Treasurer. Officers must be Members. These officers shall perform the duties prescribed by these Bylaws and the parliamentary authority adopted herein.

Section 2. Duties 2.1 Duties of the President
a) Calling for and presiding at all Membership and Executive Board meetings;
b) Providing a draft meeting agenda for same;
c) Making all appointments as authorized herein;
d) Signing checks and withdrawal slips on behalf of the Association in the
temporary absence of the Treasurer or if the check is payable to the
Treasurer;
e) Overall responsibility for developing programs, making sure the interests
of the general membership are served and ensuring that plans and
assignments get carried out;
f) Creating a long-term plan for the Association;
g) Request reports from committee chairs as required; and
h) Other duties as per Standing Rules.
2.2 Duties of the Vice President
a) Calling and presiding at all meetings when the Chair is absent or unable to fulfill duty;
b) Other duties as per Standing Rules; and
c) Other duties as delegated by the Chair.
2.3 Duties of the Secretary
a) Maintaining the records and correspondence of the association;
b) Keeping and distributing the minutes of the Membership meetings and
Executive Board meetings;
c) Maintaining a current membership roster;
d) Sending announcements and notices as required by these Bylaws;
e) Maintaining and distributing a manual of all Standing Rules;
f) Submitting proposed changes to the Bylaws and Core Documents to the
Membership; and
g) Other duties as per Standing Rules
2.4 Duties of the Treasurer
a) Establishing accounts only at financial institutions in Washington state approved by the Executive Board;
b) Paying all duly authorized bills and signing checks and withdrawal slips for authorized expenses on behalf of the Executive Board, and these shall be honored on the Treasurer’s signature alone;
c) Maintaining the financial records of the Association and reporting financial status to the Executive Board;
d) Preparing all financial reports required by the Executive Board;
e) Coordinating with other Committees on the expenses and revenues in a
timely manner;
f) Managing the cash flow to support Association activities;
g) Proposing an annual budget for the Executive Board to debate, modify,
and adopt;
h) Chairing the Ad-Hoc Budget Committee;
i) Preparing an annual report for the Membership;
j) Arranging for an orderly transfer of all books, checks, funds, receipts,
securities, and other pertinent materials that are rightfully considered the
property of the Association upon leaving office; and
k) Other duties as per Standing Rules.

Section 3. Nominations. A nominating committee of three Members shall be elected at the regular membership meeting prior to the biennial meeting, to nominate officer candidates for the election at the biennial meeting. Additional nominations shall be permitted from the floor at the biennial meeting.

Section 4. Elections and Terms of Office. Officers shall be elected at the first biennial meeting for a term of two years or until their successors are elected; terms shall begin at the close of the biennial meeting. Elections shall be by ballot for any position with more than one nominee. Preferential voting as described in Robert’s Rules of Order Newly Revised shall be used if an election decision cannot be reached after a second ballot.

Section 5. Term Limits. No member shall hold more than one office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office.
Section 6. Vacancies. The vice-president becomes president upon a vacancy in that office. A vacancy in any other office shall be filled by appointment of the executive board to serve the remainder of the term.

Article VIII. Membership Meetings

Section 1. Regular Meetings. The annual membership meeting shall be held on the fourth Tuesday of April, unless otherwise ordered by the Executive Board. Non-officer Executive Board members shall be elected as provided in Article IX.

Section 2. Biennial Meeting. The regular membership meeting in April on even-numbered years shall be the biennial meeting at which officers and committees shall give biennial reports, and officer elections shall be held.

Section 3. Special Meetings. Special membership meetings may be called with ten days notice by the President or by the Executive Board or shall be called upon written request of twenty-five percent of voting membership or 10 Members, whichever is less.

Section 4. Quorum. Twenty-five percent of the Members shall constitute a quorum.

Section 5. Location. All membership meetings of the association must take place in a state or province eligible to elect members to the Executive Board.

Section 6. Notice of Membership Meetings. Notice of meetings of the members shall be delivered to members, either personally, by mail, by facsimile transmission or by electronic transmission, at least ten days and no more than 90 days before the meeting. Such written notice shall state the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the member at his or her address as it appears on the records of the association with postage thereon prepaid. The association may deliver to a member notices, demands, consents or waivers by electronic transmission, if such member has consented to receive such electronically transmitted communications. The consent must designate the message format accessible to the member and the address, location or system to which the notices or other document may be electronically transmitted.

Article IX. The Executive Board
Section 1. Board Composition. The Executive Board shall consist of officers, plus members at large from each state or province as follows:
• One non-officer Executive Board member shall be elected by members from their state or province by caucus at the biennial membership meeting.
• For states or provinces with three or more Members, a second non-officer Executive Board member shall be elected by members from their state and province by caucus at the general membership meeting in all odd-numbered years.
All Board Member positions are for two-year terms or until their successor is elected. Vacancies for non-officer positions shall be filled by the Executive Board.
Section 2. Board Duties and Power. The Executive Board shall have general supervision of the affairs of the association between its membership meetings. The Board shall be subject to the orders of the association, and none of its acts shall conflict with action taken by the association.
Section 3. Regular Board Meetings. By resolution, the Executive Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.
Section 4. Special Executive Board Meetings. Special Meetings of the Executive Board may be called with three days notice by the President and shall be called upon written request of two members of the Executive Board. A board member’s right to notice may be waived by any member. Notice of special meetings shall be delivered to the Executive Board members and non-voting representatives, either personally, by mail, by facsimile transmission or by electronic transmission, at least three days before the meeting. Such written notice shall state the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the member at his or her address as it appears on the records of the association with postage thereon prepaid. Notices by electronic transmission must be delivered in accordance with Section 6 of this Article.
Section 5. Quorum. A majority of the duly elected voting members of the Executive Board shall constitute a quorum.
Section 6. Electronic Transmission. The association may deliver to a voting or non-member of the an Executive Board notices, demands, consents or waivers by electronic transmission, if such member has consented to receive such electronically transmitted communications. The consent must designate the message format accessible to the member and the address, location or system to which the notices or other document may be electronically transmitted.

Article X. Committees
Section 1. Program Committee. A Program Committee of three members appointed by the President shall present plans for meeting programs to the Executive Board for approval.
Section 2. Core Documents Committee. Core Documents Committee of three members elected at the biennial meeting shall present recommended changes to the NWVRP Code-of-Ethics or to the NWVRP Standard Practices.
Section 3. Nominating Committee. A Nominating Committee shall serve as prescribed in the article on Officers.
Section 4. Membership Committee. A Membership Committee of three members elected at the biennial meeting shall serve to promote membership, review and present new member applications to Executive Board, and oversee the conduct of its members according to NWVRP Core Documents.
Section 5. Marketplace Committee. A Marketplace Committee of 5 members shall oversee the NWVRP Marketplace, subject to Executive Board approval of budget and contracts. The Marketplace shall consist of those NWVRP members who pay the Board-approved Premium membership fees. The Marketplace Committee shall operate listing websites for Marketplace member properties. The Executive Board shall elect three (3) committee members from among the Marketplace members, and the Marketplace members shall elect two (2) additional committee members from among the Marketplace members, for two year terms beginning with the close of the NWVRP biennial meeting.
Section 6. Special Committees. Special committees shall be appointed by the President as directed by the Executive Board or association.
Section 7. Ex Officio Member. The President shall be an ex officio member of all committees except the Nominating Committee.

Article XI. Parliamentary Authority.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt. The Executive Board may adopt and amend Standing Rules for the association as needed.

Article XII. Amendment of Bylaws and Core Documents.
Except as otherwise provided herein, the Bylaws and NWVRP Core Documents may be amended by the Association with a two-thirds vote of members in attendance at a meeting of the members at which a quorum is present with 30 days written notice of such amendments delivered to members, or a nine-tenths vote of members in attendance at a meeting of the members at which a quorum is present without notice of such amendments to members.

Article XIII. Secession
Section 1. Purpose. As an association, we believe that the strength of regional associations of vacation rental professionals is found in our maintaining a close bond between each of the VRMC’s which allow us to succeed in our work, our conferences and our relationships in a way that a national organization can not experience. For this reason we provide this Article to provide a smooth transition for one or more states/provinces that may want to secede in order to form a separate state or regional association.
Section 2. Departure. In order to complete current commitments to the NWVRP and receive member benefits still outstanding, any secession must be planned to take place at the end of any biennial membership term. To initiate this process, a letter of intention NWVRP signed by 3 members must be mailed to the NWVRP head office at least 180 days prior to the end of that biennial membership term. An electronic or mail vote will be conducted among all voting members in the proposed seceding state(s)/province(s) to confirm by majority vote the intent to secede and form a new association.
Section 3. Process. Upon approval of the secession by the Executive Board by a majority vote, and setting the effective date of the secession, the Executive Board will notify the NWVRP membership that a new association is being formed and the effective date of the secession; and the bylaws will automatically be amended to reflect the new membership states/provinces effective that same date. The NWVRP will assist in helping to create new bylaws and other documents necessary to complete this formation as well as assisting in preparing for the founding convention.

Adopted: October 27, 2010
Secretary for the Formation Committee of the VRMA of Washington at Glacier, Washington.

FORMING COMMITTEE MEMBERS: Adopted: October 27, 2010
Sea to Sky Rentals LLC, Michelle Acquavella
Mt. Baker Lodging Inc., Daniel Graham
Destination Leavenworth, Daniel Eby
Seattle Suites LLC, Becki Snellenberg
Brunner’s Lodge Inc., Marianne Brunner
Bylaws Adopted: October 27, 2010—Marianne Brunner, Secretary for the Forming Committee of VRMA-WA
Amended—Article 3, Section 1 and 3: May 12, 2012—Marianne Brunner, Secretary VRMA-WA
Amended—Inserted New Articles IV and V: May 25, 2013—Marianne Brunner, President VRMA-WA
Amended—Article VII, Section 1: April 16, 2014—Laurie Elliott, Secretary, VRMA-WA
Amended—Entire Document: April 25, 2017—Ashley Bradley, Secretary, NWVRP
Amended—Articles IV, VII, IX and X: April 24, 2018—Ashley Bradley, Secretary, NWVRP
Amended—Articles I, III, IV, V, VI, VII, VIII, IX, XII and XIII: January 23, 2020—Darillyn Flones, Temporary Secretary, NWVRP.

Provisos adopted with the Bylaw Amendments on January 23, 2020

Proviso # 1. Newly created Executive Board positions shall be filled by the Executive Board for the duration of the initial term.
Proviso # 2. The current Associate Members shall become Members upon the adoption of this substitute of the bylaws.
Proviso #3. Current Members and Associates with less than 5 properties shall be “grandfathered” and retain membership as long as have no lapse in membership.

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