SKÅL INTERNATIONAL - OTTAWA

Founded 18 October, 1965

Revised August 2007
(Replacing Statutes and Bylaws April 2005)

TABLE OF CONTENT

PREAMBLE
ARTICLE 1	NATURE, NAME AFFILIATIONS, AND OFFICIAL REGISTER
ARTICLE 2	OBJECTIVES
ARTICLE 3	RESTRICTIONS
ARTICLE 4	RIGHTS OF MEMBER CLUBS OF SKÅL INTERNATIONAL
ARTICLE 5	OBLIGATIONS OF A SKÅL CLUB
ARTICLE 6	COMPOSITION – INDIVIDUAL MEMBERSHIP
ARTICLE 7	ACTIVE MEMBERS
ARTICLE 8	LIFE MEMBERS
ARTICLE 9	ASSOCIATE MEMBERS
ARTICLE 10	RETIRED MEMBERS
ARTICLE 11	YOUNG SKÅL MEMBERS
ARTICLE 12	DUTIES OF MEMBERS
ARTICLE 13	RIGHTS OF MEMBERS
ARTICLE 14	MEMBERSHIP PROPOSAL
ARTICLE 15	ADMISSION FEES
ARTICLE 16	TRANSFER OF MEMBERS
ARTICLE 17	MEMBERSHIP RESIGNATION
ARTICLE 18	PROCEDURES FOR SANCTIONS AND APPEALS BY THE CLUB
ARTICLE 19	BOARD OF THE CLUB
ARTICLE 20	ELECTIONS
ARTICLE 21	COMMITTEES
ARTICLE 22	POWERS OF THE BOARD OF OFFICERS OF THE CLUB
ARTICLE 23	VACANCIES ON THE CLUB BOARD
ARTICLE 24	CLUB PRESIDENT AND VICE PRESIDENT
ARTICLE 25	CLUB SECRETARY OR EXECUTIVE SECRETARY-TREASURER
ARTICLE 26	CLUB TREASURER OR EXECUTIVE SECRETARY-TREASURER
ARTICLE 27	CLUB INCOME
ARTICLE 28	UTILIZATION OF CLUB FUNDS
ARTICLE 29	BUDGET AND FINANCIAL YEAR
ARTICLE 30	CLUB AUDITORS AND THEIR DUTIES
ARTICLE 31	CLUB MEETINGS AND QUORUM
ARTICLE 32	VOTING
ARTICLE 33	EXTRAORDINARY GENERAL MEETING
ARTICLE 34	HONORARY DISTINCTIONS
ARTICLE 35	SKÅL INTERNATIONAL
ARTICLE 36	INTERNAL CLUB REGULATIONS
ARTICLE 37	MODIFICATIONS TO CLUB STATUTES
ARTICLE 38	SUSPENSION AND TERMINATION OF A CLUB
ARTICLE 39	FINAL AUTHORITY
ANNEX A	MISSION, PRINCIPLES AND OBJECTIVES OF THE SKÅL MOVEMENT
	ARTICLE II – SECTIONS 1 & 2 OF THE STATUTES OF SKÅL INTERNATIONAL
	Section 1 – Mission and Principles of the Skål Movement I. Tourism Professionalism II. Friendship II. Contribution and Participation III. International IV. Non-Discriminatory V. Not-for-Profit Making VI. Administration VII. Democratic & Autonomous VIII. Not Inward-Looking IX. Universal
	Section 2 – Objectives of the Skål Movement
ANNEX B	MEMBERSHIP IN CLUBS, MEMBERSHIP PROPOSAL FORM, & BYLAWS CLASSIFICATIONS, ARTICLE 1, SECTION 1
	Section 1 - Membership in Clubs Membership Proposal Form Procedure i AVIATION(Airlines, Airports, and IATA) ii MARITIME COMPANIES (Passenger Vessels, Sea Ferries, & Seaports) iii RAILWAYS iv AUTOCAR & MOTORCOACH COMPANIES v CAR HIRE COMPANIES (including self or chauffeur-driven) vi INLAND WATERWAY OPERATIONS (Cruising, excursions,& hire) vii HOTELS, MOTELS, & OTHER TOURIST ACCOMMODATION viii HOTEL CHAINS ix TOURIST APARTMENTS x HOLIDAY CAMPS, CLUBS, AND VILLAGES xi TRAVEL AGENTS xii TOUR OPERATORS xiii GENERAL SALES AGENTS xiv CORPORATE TRAVEL AGENTS xv OFFICIAL TOURIST ORGANIZATIONS xvi TRAVEL MEDIA (Press, Television, & Radio) xvii VARIOUS TOURIST ORGANIZATIONS xviii TRAVEL & TOURISM CONSULTANCIES xxii TRAVEL INSURANCE OFFICES xxii RESTAURANTS xxiii GOLF CLUBS
ANNEX C	SKÅL INTERNATIONAL (SI)
	Section 1 - Official Positions (a) Representative and Non-Representative (b) Honorary Presidents and Membres d’Honneur (c) Honorary Members of a Club, National, or Area Committee (d) Associate Members (e) Rights of Members (f) Lapsed Members (g) Expelled Members (h) Suspended Members
	Section 2 – Membership, Suspension, & Termination of a Club in SI
	Section 3 – Administrative Obligations of Member Clubs
	Section 4 - SKÅL Club of the Year
ANNEX C	SICAN REPRESENTATIVE(S)
ANNEX D	APPOINTMENTS AND DUTIES OF COMMITTEES
	Section 1 – Appointments (a) Attendance (b) Club Interchanges (c) Finance (d) Fundraising (e) Membership (f) Nominating (g) Program & House (h) Publicity (i) Special Events (j) Club Interchanges

PREAMBLE

Skål International (SI) is an International Association of Travel and Tourism Professionals. Membership is voluntary to those travel and tourism professionals holding managerial positions and who are recognized for their honest and integrity. They must qualify in accordance with the regulations of SI.
By accepting Membership in Skål International, travel and tourism professionals undertake to work towards the achievement of the Mission, Principles, Objectives and Purpose of Skål International, as defined in the Statutes. They will be expected to abide by the requirements set out in all the official publications of Skål International to regulate the organization of the Skål Movement as listed in the By-Laws.

To carry out the Mission, Principles, Objectives and Purpose of this Association of Travel and Tourism Professionals, Skål International operates with the following structures, each one having a different function:

a) Clubs - the basic unit of Skål is the Club that shall act on behalf of Skål International in regard to the Skål activities within the Club's geographical boundaries.

b) National and/or Area Committees - The National Committees incorporate the Clubs in those countries where there are four or more Clubs, to assist Skål International in its relations with those Skål Clubs. If a country has more than one Club and less than four, a National Committee may be formed. The Area Committees incorporate the National Committees and/or Affiliated Clubs by geographical regions. National and/or Area Committees are approved, suspended and terminated by the Executive Committee of Skål International.

c) International Skål Council - The Council is an advisory body to Skål International.

d) General Secretariat - The General Secretariat is the Management body of Skål International, headed by an appointed Secretary General who is accountable to the Executive Committee and employing salaried personnel.

e) The Skål International Executive Committee - This Committee is the governing body of Skål International. It is composed of a number of elected members who are accountable to and represent the General Assembly. The President of Skål International represents the Association.

f) General Assembly – This is the supreme body of Skål International and as such ensures the involvement of the Clubs and membership in the decisions that affect the Association.

All of the above structures are part of Skål International and cannot operate or exist independently of it. All regulations pertaining to the above organization emanate from the Statutes & By-laws of Skål International. These documents take precedence over any other set of regulations within the Skål Movement. All other regulations must comply with the current valid Statutes and Bylaws of Skål International. The Model Statutes for a Skål Club has been drawn up by Skål International to regulate each Skål Club in accordance to the guidelines given. Skål International must officially approve the Statutes of every Skål Club.

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ARTICLE 1: NATURE, NAME, AFFILIATION, ADDRESS AND OFFICIAL REGISTER

a) Skål Club is the official denomination of the member Clubs of the Association Internationale des Skål Clubs, abbreviated "A.I.S.C." (Association Internationale des Professionnels du Tourisme). The A.I.S.C. is also known as Skål International and is duly registered as a non-profit making association in the Kingdom of Spain, with No. 161829. The official address of the Skål Movement is the address of the General Secretariat of Skål International, which at the present time is: Edificio España, Avenida Palma de Mallorca 15 – 1º, 29620 Torremolinos, Spain.

b) Skål Clubs are the basic unit of the structure of Skål International, which consists of all individual members of Skål International, which are grouped within its area of influence. Only the Executive Committee of Skål International can approve, give dispensation to, or terminate a Skål Club. The Skal Club of Ottawa shall be known as Skål International Ottawa, referred to herein as “Skål Club”, is formed and exists only under the decision and authority of Skål International.

c) The official address of this Skål Club is:
103 Craig Henry Drive
Ottawa, ON K2G 3S8
Canada

d) This Skål Club must join the National Skål Committee where such exists in Canada.

e) This Skål Club has been formed for an indefinite period of time. However, should a suspension become necessary only Skål International or the General Assembly of Skål Clubs is empowered to take such action.

f) With the approval by Skål International, this Club is legally registered as a non-profit making association, and a member of Skål International – International Association of Tourism Professionals. When possible, and in accordance local laws and procedures, the Club should file its Statutes, that are complementary to the Statutes and Bylaws of Skål International and also, of the Statutes and Bylaws of the National Committee when in existence. If the Statutes are rejected, by any Authority, the Club must obtain, in writing, an explanation of the decision and details of the specific objections(s). This information must be forwarded to the Secretary General for decision by the Executive Committee.

g) As a non-profit organization, members have no personal rights to the revenue or assets of the Club. These must be administered by the Club and dedicated to the aims and objectives, established by Skål International, to fulfill the Skål Mission.

h) The Secretary General of Skål International certifies that the Executive Committee approved the formation of Skål International Ottawa as a member of Skål International, on October 18, 1965 and that the last updated & valid version of its Statutes was approved on 01 April, 2005.

Name and Signature of the Secretary General of Skål International

(original signed by Jim Power)

Official Stamp of Skål International

Dated: 25 October 2007

Note:
1. Words in the present By-Laws, that imply the male sex, may be taken to apply equally to the female sex. Likewise, references to the right of Active members apply equally to Life, Retired, and Young Skal members except were specified.

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ARTICLE 2: OBJECTIVES

The objectives of the Club are:
a) To fulfil the Mission and Principles of Skål International as a permanent reference to the individual and collective Skal activities.

b) To develop friendship and common purpose amongst personnel in the travel and tourist industry.

c) To foster goodwill and mutual understanding worldwide through international travel and tourism.

d) To encourage and assist in the professional development of all, but especially the young people working in or training for, the travel and tourism industry.

e) To make its members aware of the Florimond Volckaert Fund and the way it operates.

f) To promote recognition of the Skål Club by the community, the media, and the tourism industry.

g) To hold social and professional Skål activities to ensure the interest of all, but especially tourism professionals.

h) To incorporate in the Skål Club all genuine tourism professionals who qualify for active membership and who have the required high ethical business and personal values.

i) To attract Young Skål members who are qualified under the Statutes of Skål International to the Club.

j) To inter-relate with other Clubs.

k) To develop inter-professional relationships.

l) To obtain the voluntary participation, assistance, and contribution of Active, Associate, Young Skal, Life and Retired members in elected offices and scheduled Club functions or activities.

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ARTICLE 3: RESTRICTIONS

In pursuance of these objectives, the Skål Movement shall in no case:
a) Be used directly in promoting private commercial or business matters, however business relationships between members and the supporters of Skål are encouraged.

b) Impose any limitations or restrictions on members in accordance with the human rights declaration of the United Nations.
The use of the Skål name, badge, insignia, logotype, emblems and other identities of the Skål Movement shall always be in accordance to the authorization, guidelines and instructions that are given by Skål International.

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ARTICLE 4: RIGHTS OF MEMBER CLUBS OF SKÅL INTERNATIONAL
Each member Club of Skål International has the following rights:
a) To bear the title "Member of Skål International - Association de Professionnels du Tourisme".

b) To be represented by at least one (1) appointed delegate and to vote at the General Assembly of Skål International, the supreme body of the Skål Movement.

c) To nominate as a candidate for Skål International Executive Committee elections, one of its Active or Life members who fulfils the requirements for such a candidacy.

d) To appoint one or more delegates to its National Committee and to nominate candidates for the elections of its Board. When there is no National Committee and the Affiliated Club is a member of an Area Committee, the Club has the right to appoint one or more delegates to that Area Committee and to nominate candidates for the election of the Board. If two or more clubs exist in one country and there is no National Committee, the clubs must select one or more delegates to that Area Committee and to nominate candidates for election to the Board. If two or more Clubs exist in one Country and there is no National Committee, the clubs must select one or more delegates in that Country to represent them on the Area Committee.

(e) To communicate directly with the Executive Committee or General Secretariat of Skål International, with a copy to their National Committee.

(f) To suspend or expel, in accordance with the established regulations and procedures, a Club member whose private or professional conduct has been prejudicial to the reputation, principles, or interests of Skål, or who has failed to comply with any of the official regulations of Skål International.

(g) Clubs that have not met their annual commitments to Skål International, will automatically forfeit their rights under (b), (c) and (d) above until the commitments have been met.

(h) To grant the distinction of Honorary President or Honorary Member, followed by the name of the Club, to any Active or Life or Retired Skål member considered to merit such a title.

(i) To take part in the general activities and events promoted by Skål International for the benefit of the Skål Clubs.

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ARTICLE 5: OBLIGATIONS OF THE SKÅL CLUB
Each Club has the following obligations:
a) To promote the Skål name and reputation in its area.

b) To receive, welcome and assist, both personally and professionally, in the true spirit of Skål, any visiting Skålleague as well as his/her guest(s).

c) To hold its Annual General Meeting in the first quarter of the year and to hold a minimum of nine (9) other official functions during the year.

d) To actively promote the objectives of the Skål Club and Skål International.

e) To implement an attractive annual programme of professional and social activities and events, to include venues such as hotels, restaurants, theme parks and cultural sites.

f) To follow the guidelines prepared by Skål International and to comply with its duties.

g) To remit all subscriptions and payments to Skål International by the specified date.

h) To remit to the General Secretariat all documentation requested, forms and the updated list of members by the date fixed.

i) To ensure that all members for whom renewal of membership is requested continue to fulfil all the requirements of their category and have duly paid their fees.

j) To regularly update the personal data of its members and to communicate any modification to the General Secretariat.

k) To promote and support participation of members in National and International Skål events and, in particular, the attendance of the Skål International Canada representative(s) at the National Committee Meetings and the General Assembly of Skål International. The Club shall cover the cost(s) of airfare, congress registration and normal accepted expenses of the Club delegate(s) attending these meetings.

l) To modify Club Statutes in line with amendments to the Statutes and Bylaws of Skål International and to bring the same into line with all the official regulations, within one year of the approval date of the amendments.

m) To send a copy of the amended Statutes to the General Secretariat within thirty (30) days following approval by the Club’s membership and the National Committee, of any modification approved by the General Assembly.

n) To communicate regularly with the National Committee or the General Secretariat regarding the fulfilment of the above obligations. Where the Skål Club due to size, economic situation or other internal difficulties cannot adopt any one of the above obligations, this must be communicated to the National Committee and General Secretariat for a further decision.

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ARTICLE 6: COMPOSITION - INDIVIDUAL MEMBERSHIP
Members known as Skålleagues are grouped as members of one of the Skål Clubs of Skål International and receive their Skål International membership card annually, following payment of the dues, updated personal information from the Club and the fulfilment of all other commitments by their Skål Club.

All Skålleagues must qualify in one of the five following categories of Skål International: Active, Life, Retired, Associate, or Young Skål.

Members must belong to the Club nearest to their place of business, or their permanent residence. No member is permitted, under any circumstances, hold membership in two (2) Clubs at the same time.

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ARTICLE 7: ACTIVE MEMBERS
(a) Active membership in Skål is limited to those persons holding managerial or other responsible positions, or responsible positions in the travel and tourism industry as defined by SI and specified in the Membership Classifications in this Article. Active Members must be employed full-time in their position, be actively involved in sales, marketing or promotional (as defined in the Membership Classifications for the equivalent managerial positions and have a minimum of three years experience in the travel and tourism industry. This experience need not be in a managerial position. Membership is effective upon receipt of approval from SI, either in writing or by issuance of a membership card.

(b) Active membership ceases if a member is no longer qualified under the By-Laws of SI Article I, Section 1. The member will then be transferred to Retired or Associate membership or, failing that, shall resign from Skål.

(c) A minimum of twenty (20) persons is required to from a Club. For it to remain in operation, the number of Active, Life, and Retired members must not be less than fifteen (15) and membership cards will not be issued.

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ARTICLE 8: LIFE MEMBERS
(a) An Active member, who has reached the age of fifty-five (55), has fully retired from all business, and has been an Active member for at least ten (10) years before retirement shall be granted Life membership. The Executive Committee of Skal International may make exceptions to this rule under special extenuating circumstances where a long-standing member is forced to retire early.

(b) A request to the General Secretariat is needed for all transfers from Active to Life Membership, on the official modification form, together with a verification of the member’s age.

(c) Life membership must be revoked if the member is expelled from Skål, resigns, or returns to any form of employment.

(d) Life membership shall not be used as a Club distinction

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ARTICLE 9: ASSOCIATE MEMBERS
Associate Membership of Skål International is open to the following:
(i) Persons involved in a managerial capacity in the Travel and Tourism industry who live in a country where a Skål Club does not exist or where, because of the laws of the Country, Skål cannot be present.

(ii) Former Active members, who have been Active members for at least five years and who, through a change in their occupation, are no longer qualified for Active membership, but still remain in a responsible position closely connected with travel and tourism.

(iii) Active members from a club that has been suspended due to inadequate membership.

(iv) Persons working in a responsible position closely connected with travel and tourism may apply for membership. Applications giving qualifications for such membership must be submitted by applying Club, through SICAN, to the Secretary General, for consideration by the International Committee.

(v) Associate members cannot transfer to Life membership. They may transfer to Active status upon returning to a managerial capacity within the travel and tourism industry.

(vi) Associate members may attend the Club’s meetings as observers but shall not vote or intervene at the General Meeting. And shall not hold office at Club or other levels of Skål International.

(vii) Associate members are permitted to attend International Congresses. Attending Club activities other than their own is only possible by invitation

(viii) Associate membership is limited to 10% (ten percent) of the Active, Life, and Retired Members in a Club.

(viii) Associate membership in a city or area where Skål is not present is limited is limited 19 persons, thereafter; a new Skål Club must be formed where permissible.

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ARTICLE 10: RETIRED MEMBERS
A Retired member who has reached the age of 55, who has fully retired from the travel and tourism business and who has been an Active member for at least three years before retirement shall be granted Retired membership. The General Secretariat shall be informed of all transfers from Active to Retired membership, on the official modification form, together with a verification of the member’s age. Only the Executive Committee of Skål International may make exceptions to this rule under special extenuating circumstances where a long-standing member is forced to retire. Retired members enjoy the same privileges as Active Members excepting that they may not hold representative office at any level but may perform limited work in other industries to supplement their income.

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ARTICLE 11 YOUNG SKÅL MEMBERS

Young Skål membership is limited to persons who are tourism students or young professionals in the travel and tourism industry. They will have been a student or young professional in one of the classifications described in Article I section 1 (b) for at least two (2) years.

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ARTICLE 12: DUTIES OF MEMBERS
All members are obliged to fulfil, amongst others, the following duties:
a) To accept and promote the Mission and Principles that guides the Skål Movement.

b) To comply with the current Statutes and Bylaws of Skål International and the Statutes of the Club.

c) To follow the guidelines of the Skål Club, to present proposals to the Club and to Skål International for the improvement of Skål generally. To promote fellowship amongst all Skålleagues, to support the maintenance of the travel and tourism profession. To propose as members those professionals who are qualified to join Skål International.

d) Attend meetings as regularly as possible and not less than six (6) times per calendar year. Failure to meet this requirement can result in the withdrawal of their membership.

e) To care for and ensure the good management of the Club.

f) To promote and publicize the Skål Movement within the travel and tourism trade in their own professional environment.

g) To pay their annual fee by 15 January of each year or be subject to suspension from the club.

It is the responsibility of members to keep the Executive Secretary Treasurer informed of their mailing and electronic addresses. All notices or documents shall be deemed to have been sent or served when posted, electronically sent, or otherwise forwarded to the address furnished. Notice of meetings shall be forwarded not less than seventy-two (72) hours prior to the meeting, except for special meetings, when ten (10) days notice shall be given.

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ARTICLE 13: RIGHTS OF MEMBERS
(a) Active and Life members, including members holding Skål International honourary titles have the right to:

(i) Speak and vote at all Club meetings.

(ii) Attend Skål Congresses and events organized within the Skål Movement, as defined by the organizers.

(iii) Be candidates for offices within Skål at all levels, with the exception that Honorary Presidents of Skål International may not be candidates for election to the Executive Committee of Skål International.

(iv) Hold a Skål membership card, to certify their membership, rights and status as Skålleagues once the personal annual dues are paid and the Club and the National Committee, where applicable, has met its commitments with Skål International.

To receive all benefits of Skål membership as defined for each category.

(vi) In the event of a sanction, suspension, or dismissal of a member, the member must be granted the right of a hearing before such action is taken and an appeal thereafter.

(b) Associate members do not have the rights indicated in (i) (ii), and (iii) above although they may attend Skål World Congresses.

(c) Retired members do not have the right to hold representative office in Skål International.

(d) Young Skål members do not have the right indicated in (i) and (iii) above.

(e) Transfer members have the above rights with the exception that they may not hold office at Club level.

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ARTICLE 14: MEMBERSHIP PROPOSAL FORM PROCEDURE
Membership in Skål is open to all qualified travel and tourism professionals. To be considered for membership, persons must comply with the requirements set out in the Statutes and Bylaws of Skål International. Only Skål International has the right to approve members and their category of membership.

The Club President and Secretary must not sponsor applications because they are required to sign the affirmation on behalf of the Club. For all Clubs belonging to a National Committee, the membership proposal form shall be sent via that National Committee, for recording and endorsement. A National Committee can however by vote at a General Assembly waive the need to sight Membership Proposal Forms in advance and under these circumstances all Clubs within that country can forward the Membership Proposal Form directly to the Secretary General who will copy the National Committee with the approval or otherwise.

A list of professional classifications for active membership is to be found in the Bylaws of Skål International, Article 1.This article must be referenced when completing the Proposal Form.

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ARTICLE 15: ADMISSION FEES
Each newly-approved Active, Associate, or Young Skål member of the Club may have to pay an admission fee, the amount of which is fixed periodically by the Board of the Club and must be approved at the Annual General Meeting.

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ARTICLE 16: TRANSFER OF MEMBERS
(a) Any Active, Life, Young Skal, or Retired Members who moves from his Club’s area of business for personal reasons may apply through the Club’s Secretary for transfer to his new place of business or residence. These requests are normally accepted if:

(i) the applicant requesting the transfer fulfils the requirements for admission specified in Articles 6, 7, or 8 of these Statutes.

(ii) the current membership fee has been paid in full.


(b) A member so transferred will not be required to pay a second subscription for the current year, nor seek sponsorship by two (2) Club members.

(c) Until the transferred member is officially registered by SI as a member of a new Club, upon receipt by the General Secretariat of the completed transfer form, the member will be granted transfer status by the original Club. The member shall continue paying membership dues to the original Club and retain voting rights, except in the case of Young Skål members, in the former Club. A Transfer member may not be a candidate for election but may attend and participate in all meeting and events of the new Club and enjoy its membership privileges.

(d) If there is no Club within a reasonable distance of the new place of business or residence, the transfer-out status may also be granted by his original Club.

(e) SI makes no provision for transfer of Associate members.

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ARTICLE 17: MEMBERSHIP RESIGNATION
Any member may resign from a Club at any time by submitting a resignation, in writing, to the Club Secretary who must acknowledge receipt of it. Notwithstanding such resignation, the former member will be required to pay any outstanding amounts owed.

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ARTICLE 18: PROCEDURES FOR SANCTIONS AND APPEALS BY THE CLUB
All sanctions are personal and require that a hearing be accorded to the member concerned. Sanction action requires an absolute majority vote of the Board members. An official communication detailing the reasons for the sanction must also be sent to the member concerned.

Skål International has the authority, whether requested or not by the Club, to sanction or expel a member. National and Area Committees do not have such authority and shall refer any question of expulsion to Skål International.

There are three (3) categories to be considered when sanctioning a member: reprimand, membership suspension, or expulsion.

a) Letter of Reprimand: This is a letter written by the Board of the Club to a member reprimanding the individual for an attitude or for conduct considered inappropriate and not in the interest of the Club or the reputation of Skål.

b) Suspension of Membership Rights:

i. When a member, having received a warning letter, continues with the attitude or conduct for which the individual has been censored, the Club Board may take the decision to suspend such individual for a period that will be determined by the seriousness of the action. The maximum period shall be six (6) months. A member who has been suspended can appeal the decision by the Board at the next General Meeting of the Club, which may revoke the previous decision. If the next General Meeting of the Club is not scheduled within two (2) months from the date of the suspension, an appeal may be made to Skål International, which may decide to delay the suspension until the Club’s next General Meeting hears the appeal. The suspension will not come into effect until a final decision has been taken.

ii. When the conduct or attitude of the member is considered by the Board to be prejudicial to the interests of the Club or the reputation of Skål, the member can be suspended for a minimum of six (6) months and a maximum of one (1) year without the requirement for a letter of reprimand. The appeal procedure shall be the same as in (i) above.

c) Expulsion:

i. When the attitude or conduct of a member is considered highly prejudicial to the interests and/or reputation of Skål or when, despite a previous suspension, the member continues with the same attitude or conduct, the Board of the Club may take the decision to expel the member.

ii. The member can appeal this decision to the Executive Committee of Skål International within a period of one (1) month from notification of the expulsion. If an appeal is presented to this Committee the expulsion will not come into affect until a final decision has been taken.

iii. The decision of the Executive Committee shall be taken only after considering any documentation or information received from the Club, the National Committee and the expelled member. The decision of the Executive Committee is final.

iv. Expelled members are not entitled to a refund of fees paid or subsequent membership in any Skål Club. Upon confirmation of the expulsion, the name and address of the member must be registered by the General Secretariat of Skål International.

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ARTICLE 19: BOARD OF THE CLUB

a) Active, Life, and Retired members will elect the Board of Officers, to administer and manage the Club. The Board may comprise:

i. One (1) President
ii. One (1) or two (2) Vice Presidents
iii. A Secretary
iv. A Treasurer
v. A Development Officer
vi. Two (2)(SICAN) representatives*
*if Club Membership (Active + Life) exceeds a total of 65.
In the case of a tie, the President shall cast a tie-breaking vote.

b) In addition, positions covering the following committees should also be considered:
i. Public Relations
ii. Publicity and Sponsorship
iii. Programmes and Events
iv. Florimond Volckaert Fund
v. Statutes and Bylaws
vi. Membership
vii. Attendance
viii. Others as deemed necessary by the President

The Chairperson of each Committee may appoint two (2) additional members to his Committee with the approval of the President. All Committee members, including the Chairperson, must be Active, Retired, or Life members and shall have a minimum of two (2) years with the Club. No more than one (1) member from any particular membership classification may serve on the Membership Committee. These Committee Chairpersons are required to attend and report to the Executive Committee meetings, but do not have a vote unless they are an elected member of the Executive Committee.

c) The office of President may not be combined with any other position.

d) The offices of Secretary and Treasurer may be combined if so desired.

e) The positions outlined in the Operational Plan for Skål International must follow the guidelines as set out by the General Secretariat.

f) Where the Club owing to size, economic, or other internal situations cannot adopt the proposed Board of Officers above, the National Committee and General Secretariat must be so advised.

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ARTICLE 20: ELECTIONS
The election of the Board members and Club Auditors shall take place at an Annual General Meeting or at an Extraordinary General Meeting.

The term of office of the Club President and Vice President shall be one (1) year, with possible re-election for one (1) further term.

The term of office for the Secretary and the Treasurer of a Club shall be one (1) year, with possible annual re-election up to a maximum of six (6) years in total.
The term of the remaining non-representative officers of the Board, except Secretary, shall be one (1) year, with possible annual re-election up to a maximum period of four (4) years.

Members may assist the Officers or, if so decided by the Club Board, by a paid executive who may attend the Board meetings as observers, with the right to express opinions but not to vote.

Two (2) Auditors, who are not members of the Board, shall be elected for a term of office of two (2) years. To ensure continuity, the election of one (1) auditor will be held in alternate years.

Any Active, Life, or Retired member who has been a member of Skål for at least one (1) year is eligible to stand for election to the Board or as Auditor.

Only individual candidatures will be accepted. Those presented “en bloc” will not be accepted. Elections must be held for the administrative offices of President, Vice President, Secretary,Treasurer, Skål International Canada SICAN Representative(s) and Auditors. The Board may co-opt operational officers if a General Meeting of the Club so decides.

Elections shall be by secret ballot. Candidates who obtain an absolute majority (50% plus one of the valid votes cast) are elected. If a second ballot is required the winner will be the candidate obtaining a simple majority (most votes).

Nominations of candidates for the Board of the Club and Auditors must be received by the Secretary thirty (30) days before the meeting where voting is to take place. If no nominations are received for a position at the time of the election, candidates may be nominated from the floor. Should no candidates be presented, the existing Officers will provisionally remain and the National Committee or the General Secretariat of Skål International so informed for further action.

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ARTICLE 21: COMMITTEES
At the inaugural meeting of new Board (usually in January), the incoming President may appoint committees to perform special studies or duties. The members of such committees shall report to that Board. Committees may also be formed under the guidelines given by Skål International. (see Annex A).

All Skålleagues have the right to participate and contribute to the success of any of the operational functions by co-operating with the Chair concerned.

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ARTICLE 22: POWERS OF THE BOARD OF OFFICERS OF THE CLUB
The Board is entrusted with the task of administering and managing the Club. It settles differences that may arise between Club members, or refers the same to SICAN or Skål International.

Decisions are taken by a majority of the members present having the right to speak and vote. In the case of a tie, the casting vote of the President decides. Proxy or mail-in votes are not permitted.

The Board of the Club must meet regularly, not less than ten (10) times per annum, at the request of the President. It may also be convened at the request of 25% of the Board’s officers. At each meeting, the quorum shall be 50% of the full Board of Officers. Any officer has the right to ask for a secret ballot.

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ARTICLE 23: VACANCIES ON THE BOARD
a) Any member of the Board, who, without valid reason, fails to attend three (3) consecutive Board meetings, is considered to have resigned from the Board.

b) The Board may appoint an Active, Life, or Retired member of the Club to fill a vacancy until the next General Meeting, excepting that Retired members may not hold representative office. The member thus appointed, has the right to stand for election to the vacant post. The duration of this appointment will not be taken into consideration for time limit purposes.

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ARTICLE 24: CLUB PRESIDENT AND VICE PRESIDENT
a) The President is entrusted with the duties of executing the decisions of the Annual General Meeting and the Board of the Club, conducting the proceedings, and ensuring that it functions effectively and efficiently.

b) The President is the Club's official and legal representative. However, all documents legally binding on the Skål Club must bear the signature of the President jointly with that of one of the Vice Presidents.

c) The President may, if necessary, delegate part of his presidential duties to a Vice President or any other Officer of the Board.

d) The President will make a report to the Annual General Meeting on the activities of the Club and its Board.

e) The President is entrusted with ensuring that the Club extends a warm welcome to every visiting Skålleague and his/her guest(s) and that they are offered every assistance during their visit.

f) The main task of a Vice President shall be to assist the President in the execution of his duties and deputize for him whenever the necessity arises.

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ARTICLE 25: CLUB SECRETARY OR EXECUTIVE SECRETARY/TREASURER
The Secretary or Executive Secretary Treasurer is entrusted with the tasks of:

a) drafting the minutes of the meetings of the Board and the Annual General Assembly. A copy of the Minutes of the Executive Committee Meetings, and a brief report of the program presented at the General Meetings of the Club shall be forwarded, as early as possible, to the President, Executive Secretary/Treasurer and International Skål Councillor of Skål International Canada (SICAN). Promotions of special interest should be promulgated to all other Clubs in Canada.

b) drafting and circulating the notice of meetings.

c) receiving, drafting and mailing all correspondence.

d) submitting the requests for admission of new members.

e) preparing the agenda for all meetings in agreement with the President.

f) fulfilling the Club’s responsibilities towards Skål International and the National Committee.

g) preparing an annual activity report which, after approval by the Board, is submitted to the Annual General Assembly.

h) ensuring that the Statutes of the Club are updated in line with the amendments to the Statutes and Bylaws of Skål International and that the terms therein are respected.

i) Together with the Treasurer, checking the membership list sent annually by Skål International, amending and updating the data as necessary, ensuring that all requirements are met and returning the list to the General Secretariat for renewal of the membership cards.

j) Certifying any matters or information concerning the Club.

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ARTICLE 26: CLUB TREASURER OR EXECUTIVE SECRETARY/TREASURER
The Treasurer or Executive Secretary Treasurer:
a) has the authority to cash, on behalf of the Club, all amounts originating from all legal sources of income.

b) will produce a membership list annually, by name and category, to be distributed to all Club members.

c) receives all fees due to Skål International and settles them with the National Treasurer (where applicable) or directly with Skål International.

d) ensures that each member has paid the dues before the new membership card is issued.

e) Maintains the Club's accounts, receives, deposits and manages the Club's funds in accordance with the present Statutes. The Treasurer makes all payments of expenses incurred on behalf of the Club and approved by the Board and presents a monthly financial report to the Board. At the Annual General Meeting in January, and following the Club auditors’ approval, an annual financial report is submitted for approval.

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ARTICLE 27: CLUB INCOME
Admission and membership fees, fund-raising, sponsorship, donations and any other forms of legal income provide the Club’s financial income.

The Annual General Meeting fixes the annual fee for each category of membership. All international fees must be paid to Skål International by 28th.February of each year. Unpaid dues after this date will be subject to a late payment charge by Skål International.

Fees are due for the full year whenever the member is admitted. The Board may reduce the amount of the fees due by new members admitted during the year.

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ARTICLE 28: UTILIZATION OF CLUB FUNDS
The Club's funds are used in settlement of the annual Skål International and National Committee (where one exists), Area Committee, Congress Fund and Florimund Volckaert fees, administrative and any other expenses such as development, events, public relations, welcoming guests, conferences, etc., Expenditure must be in keeping with the budget and must serve the aims and objectives of the Skål Organization in the achievement of its Mission.

All expenses must be approved by the Board. However, when this is not possible for any justifiable reason, the President and Treasurer may take the responsibility of ordering the payment before submitting the expenditure for approval. The President and Treasurer must sign all vouchers or, in the absence of the President, by the Vice President, deputizing for him, and by the Secretary in the absence of the Treasurer.

Skål International or the National Committee (where one exists) may intervene to modify the financial policy of the Skål Club when it is considered not in accordance with the needs or interest of the Skål Movement.

The Club’s financial obligations are only guaranteed by the Club’s possessions excluding all personal responsibility of the Board members. However, any Board member who infringes this article will be held responsible to the Board, the Annual General Assembly and the Skål Movement for the expenses thus incurred.

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ARTICLE 29: BUDGET AND FINANCIAL YEAR
The Treasurer of the Club will prepare an annual budget showing all expected income and expenditure, including the cost of sending delegates to national and international Skål meetings. The budget shall be approved by the Board and then presented to the General Meeting for its approval.

The Club's financial year shall run from the 1 January to 31 December and should not be confused with the Skål International financial year, which is from 1 April to 31 March of the following year.

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ARTICLE 30: CLUB AUDITORS AND THEIR DUTIES
The Auditors are directly accountable to the General Meeting of the Club and ultimately to the Skål Movement. They shall not be members of the Board of the Club. The Auditors shall check the accounts and balance sheet and verify the financial state of the Club. In exercising their duties the Auditors have the right to check all financial documents, which should be done in the presence of the Treasurer. They will prepare a written report for the Annual General Meeting that will be sent out with the Agenda. In the event of irregularities being found, the Auditors will inform all members of the Board, in writing, immediately. When in opinion of an Auditor, the irregularities are of a nature that could involve the suspension or expulsion of a member, then the Auditor must also immediately inform Skål International of said irregularities, with a copy to the National Committee where applicable. Each Auditor may act independently of the other. In the event of irregularities either Auditor has the right to request that an Extraordinary General Meeting be called.

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ARTICLE 31: CLUB MEETINGS AND QUORUM
Only members holding a valid Active, Life, or Retired membership card have the right to speak and the right to vote at the Annual General Meeting which must be held before 31 March each year. Notice of the meeting, together with the agenda, financial report, budget proposal, and Auditors’ Report, must be mailed to Club members by the Secretary fifteen (15) days prior to the date of the meeting.

In addition to the Annual General Meeting, the Club must hold, as a minimum, five (5) other meetings or events annually, which are open to all members. Failure to comply with this frequency of meetings can lead to the Club being suspended by Skål International for insufficient activity.

When the Club holds additional official meetings during the year, members may credit their attendance for “make-up” meetings.

Skål members may attend “make-up” meetings being held in conjunction with National or International Tourism Industry Conventions in Canada. These “make-up” meetings must be approved by Skål International Canada. The request for approval must be received by Skål International Canada’s Executive Secretary Treasurer a minimum of sixty (60) days prior to the date of the proposed “make-up” meetings. Skål International Canada approval for “make-up” meetings is not required for ACTA, NTA, PATA and TIAC, when the annual conventions/events are held in Canada.

The quorum at the Annual General Meeting and all other meetings where voting will take place is 25% of the total active and life members of the Club. If a quorum is not achieved at the Annual General Meeting it shall be postponed but must still take place before 31 March. At such a postponed Annual General Meeting, decisions and voting will be valid, except where the dissolution of the Club is to be discussed, irrespective of the number of voting members present.

The President and Board members of the National Committee can attend with the right to speak at any meeting or function of the Skål Club.

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ARTICLE 32: VOTING
Only Active, Life and Retired members are entitled to vote. Proxy or mail votes are not permitted. Secret ballots are required when the voting concerns persons or if at least 25% of the voting members present so request it. Unless otherwise stated in these Statutes or Skål International Statutes or Bylaws voting results shall be decided by a simple majority.

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ARTICLE 33: EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting may be convened by the President, either at the request of a majority of two-thirds of the Board members, or at the request of an Auditor in the case mentioned in Article 29, or on the written request of one-third of the Active members of the Club.

Any request for convocation of an Extraordinary