The Innkeepers' Guild Constitution

As amended October 13th 2005

Click the Article Title for details.  
1.00 - Name 10.00 - Board of Directors: Powers&Duties
2.00 - Mission Statement 11.00 - Committees
3.00 - Objectives, Aims and Purposes 12.00 - Fiscal Year
4.00 - Memberships/Qualifications 13.00 - Meetings - Voting and Notices
5.00 - Manner of Membership 14.00 - Code of Ethics
6.00 - Resignation of Membership 15.00 - Annual Report
7.00 - Directors 16.00 - Emblem of Membership
8.00 - Executive Committee 17.00 - Amendments
9.00 - Executive Duties 18.00 - Liability of Board of Directors
Article 1.00 - Name
The Corporation shall be known as the INNKEEPERS' GUILD OF NOVA SCOTIA as authorized by the Act of Incorporation. Herein referred to as The Guild.
Article 2.00 - Mission Statement
It is the intent of THE GUILD to be the primary voice of all fixed-roof accommodation operators, representing all classifications and operators, to represent its members in negotiations and discussions with government, industry, and non-industry organizations, whose activities interact with tourist accommodations; to provide for its members a problem solving network and a communications mechanism that reaches out to members in an acceptable and timely manner; to foster and promote the continued improvement of fixed-roof accommodations in the tourist industry by fulfilling the objectives as listed in this constitution; and/or to offer or partner with a thirdparty regarding any services or benefits that may enhance any aspect of it's members' business operations , or personal lives.
Article 3.00 - Objectives, Aims and Purposes
The objectives, aims and purposes of THE GUILD shall be;
3.01- to enhance and further the interests of members of THE GUILD by emphasizing the promotion of all aspects of tourism to the Province;
3.02- to lobby all levels of government with regard to THE GUILD's concerns;
3.03- to encourage and assist all members to develop knowledge and gain relevant experience through educational and training programs
3.04- to work towards having THE GUILD represent all fixed-roof accommodation operators, with a unified voice, within the tourism industry
3.05- to continually work to foster, promote and improve the standards of quality hospitality by;

3.05.01- improving communication and the exchange of information among members

3.05.02- further developing policies which are designed to improve the standards of quality and hospitality provided for the travelling public by the innkeepers of Nova Scotia

3.05.03- assisting in the enforcement of all regulations which affect fixed-roofed accommodation in the hospitality industry

3.05.04- initiating and promoting projects and studies which are designed to enhance the standards of quality hospitality provided by accommodation operators'

3.06- to provide input and direction to the Tourism Industry Association of Nova Scotia (TIANS) with regard to the services they provide to the fixed-roof accommodation industry
Article 4.00 - Memberships/Qualifications
The classes of membership of THE GUILD shall be:
4.01- PRIMARY MEMBERS

4.01.01- Any individual within Nova Scotia who is an owner or general manager of a licensed fixed-roof accommodation or company may become a PRIMARY MEMBER

4.01.02- Only Primary Members are eligible for election to the Board of Directors of THE GUILD

4.01.03- Primary Members have full voting rights in THE GUILD

4.01.04- Fees will be in accordance with a schedule as determined by the Board of Directors of THE GUILD

4.02- ASSOCIATE MEMBERS

4.02.01- Any individual employed by a licensed fixed-roof accommodation, whose organization already employs an individual who has a Primary Membership in THE GUILD, is eligible for an Associate Membership.

4.02.02- Associate Members do not have full voting rights in THE GUILD but may and attend any meeting and speak on any issue.

4.02.03- Fees will be in accordance with a schedule as determined by the Board of Directors of THE GUILD

4.03- HONOURARY/LIFE MEMBERS

4.03.01- Honourary/Life Membership may be granted by the Board of Directors to persons who have rendered distinguished service to THE GUILD

4.03.02- Honourary/Life Members are eligible to vote in matters pertaining to THE GUILD

4.03.03-Fees are not payable

4.04- ASPIRING INNKEEPER/STUDENT MEMBERS

4.04.01- Any individual who is thinking of becoming involved in the operation of a fixed-roof accommodation is eligible for an Aspiring Innkeeper / Student Membership.

4.04.02- Aspiring Innkeeper / Student Members do not have full voting rights in THE GUILD

4.04.03- Fees will be in accordance with a schedule as determined by the Board of Directors of THE GUILD

4.05- INDUSTRY MEMBERS

4.05.01-Any employee of a firm that does business with Innkeepers and has the written support of at least two GUILD members

4.05.02 Industry Members do not have full voting rights in THE GUILD

4.05.03Fees will be in accordance with a schedule as determined by the Board of Directors of THE GUILD

4.06- GOVERNMENT MEMBERS

4.06.01- Any employee of a level of Government that does business with Innkeepers and has the written support of at least two GUILD members

4.06.02- Government Members do not have full voting rights in THE GUILD

4.06.03- Fees will be in accordance with a schedule as determined by the Board of Directors of THE GUILD

Article 5.00 - Manner of Membership
An application for membership in THE GUILD shall be on a form approved by the Executive Committee of the Board of Directors
Article 6.00 - Resignation of Membership
Any member may resign from his/her membership at any time by giving notice, in writing to the President, of his/her intention to do so. But shall be liable for any fees or assessments unpaid at the date of the resignation and shall not be eligible to rejoin while any unpaid fees or assessments remain outstanding.
Article 7.00 - Directors
The affairs and business of THE GUILD shall be controlled, managed and regulated by the Board of Directors which shall consist of fifteen (15)) members; fourteen of whom shall who shall be elected, plus the Past-President who shall be automatically appointed at THE GUILD's annual meeting according to the following criteria;

7.01- Only Primary Members or Honourary/Life Members may be elected to the Board of Directors, according to the following categories;

7.01.01- one (1) President

7.01.02- one (1) Vice-President

7.01.03- one (1) Secretary/Treasurer

7.01.04- one (1) Past President

7.01.05- two (2) members representing Hotels/Motels;

7.01.06- two (2) members representing Resorts;

7.01.07- two (2) members representing Country Inns;

7.01.08- two (2) members representing Bed and Breakfasts;

7.01.09- two (2) members representing Cottages / Lodges.

7.01.10- one (1) "member at-large" from the Primary Membership

7.02- No less than thirty (30) per cent of the Board of Directors may be from either rural or urban areas.
7.03- No single property or organization may have more than one person on the Board of Directors.
Article 8.00 - Executive Committee
The Executive Committee of the Board of Directors shall be the President, the Vice-President, the Secretary Treasurer and the Past-President
8.01- The President shall supervise the affairs of THE GUILD, preside at all meetings, determine the duties of officers, and appoint committees as required and as he/she deems to be necessary.
8.02- The Vice-President shall, in the absence of the President, perform the duties of the President and shall become President should that office become vacant between Annual General Meetings.
8.03- The Secretary / Treasurer shall arrange to record the minutes of each meeting, call the roll when required, conduct the correspondence of THE GUILD unless otherwise specified, and ensures that members are notified of general meetings. The Secretary/Treasurer shall also collect dues, hold funds deposited in his/her care, and pay them out on order of the President with the approval of the Executive Board. He/She shall deposit the money received as dues in an accredited bank, make all disbursements by check, maintain proper financial records, have the books reviewed as specified by the Executive Board, present a written financial report at the Annual Meeting and maintain a register of all paid members.
8.04- Any vacancy in the Executive Committee shall be filled on an interim basis by, and from, the Board of Directors.
Article 9.00 - Executive Duties
The Executive shall be elected at the Annual Meeting and shall serve for a term of one year or until their successors are elected or appointed.
9.01The Executive Commitee may conduct the daily affairs of THE GUILD, or delegate such to the management of a Managing Director, providing the ongoing" activities are reported to the Board at the next meeting of Directors.
9.02 Signing Authority of THE GUILD shall be vested in any two (2) of the four (4) Executive Committee members or one Executive Committee Member and the Managing Director of THE GUILD.
9.03Any documents or instruments of agreement signed by the two (2) persons so authorized shall be binding on THE GUILD or one Executive Committee Member and the Managing Director of THE GUILD
9.04The Executive Committee should review the current membership of the Board of Directors and appoint individuals for various Standing and Liason Committees (see Article 11.00 on Committees).
9.05Should a vacancy or vacancies occur on the Board between elections, the Executive Committee may appoint, if required, a new Board member(s) to serve until the next general election.

9.05.01Any resignation from the Board should be made in writing to the Presidendt, giving one (1) month's notice, if possible.

9.06The Seal of the Corporation shall be kept in the custody of the the Secretary / Treasurer and may be affixed by any two (2) members of the Executive Committee or one Executive Committee Member and the Managing Director of THE GUILD.
Article 10.00 - Board of Directors: Powers and Duties
Management of THE GUILD shall be vested in the Board of Directors who shall have power to:
10.01- enact, amend or cancel by-laws;
10.02- enter into and carry out agreements or contracts, acquire and dispose of property, make and give receipts, execute, make and endorse negotiable or transferable instruments providing the indebtedness and financial obligations do not exceed the actual income of THE GUILD realized during the previous fiscal year.
10.03- approve the appointment, determine the job description, and participate in performance evaluation of any employee performing duties on behalf of THE GUILD
10.04- ensure that a register is maintained of the names and addresses of all members of THE GUILD
10.05- obtain input from fixed-roof accommodations operators with regard to concerns
10.06- establish a budget for the operation of the Board of Directors

10.06.01- In recognition of both the expense and time committment made by directors, an honorarium will be established in the form of credit towards future dues, based on attendance at Board Meetings, to a maximum of $200 plus the annual membership dues for each Director

Article 11.00 - Committees
Members of the Board of Directors shall be given various committee responsibilities
11.01- Standing Committees

11.01.01- The Executive Committee shall form the following Standing Committees (the list is not intended to be all inclusive):

11.01.02- Policy Committee

11.01.03- Membership / Membership Services Committee

11.01.04- Government Liason Committee

11.01.05- A member of the Board shall chair each committee and report to the Board at each Board Meeting

11.01.06- The Chairman of each committee shall involve members of the general membership in serving on his / her committee, and with their participation complete the assigned task.

11.02- Liason Committees/Organizations
The Board shall request appointment of liason members from the Board, to represent the interests of THE GUILD, to any committees or organizations that it deems necessary.
Article 12.00 - Fiscal Year
The Fiscal Year shall begin on January 1st of each year
Article 13.00 - Meetings - Voting and Notices
13.01- General meetings may be called at any time by the President or by 25% of the registered Primary Members, as presented on a signed petition.
13.02- At the call of either the President or of any three (3) directors, the Board of Directors shall meet at least four (4) times during each calendar year, in addition to the Annual and Semi-Annual General Meetings.
13.03- Quorums

13.03.01- Fifteen (15) members shall constitute a quorum at Annual and General Meetings

13.03.02- Eight (8)"members of the Board shall constitute a quorum at meetings of the Board.

13.04- All meetings held in the name of THE GUILD shall follow "Roberts Rules of Order"
13.05- Elections

13.05.01- At least ten (10) days prior to an Annual Meeting or before any General Meeting involving an election, the Board shall appoint a nominating committee of two (2) Board members.

13.05.02- The nominating committee shall submit to the President three (3) business days before the meeting, a list showing one nominee for President, one for Vice-President, one for Secretary/Treasurer, and one each for the remaining positions on the Board of Directors as outlined in Article 7.00.

13.05.02.01 This list of nominees shall be presented to the members, and additional nominations shall be accepted from the floor.

13.06- All questions at Annual, General or Board Meetings shall be decided by a majority of votes as determined by a show of hands, unless a question is carried requesting a vote by secret ballot.

13.06.01in the case of an equality of votes, the President of the meeting shall cast the deciding vote.

13.07- Every member in good standing is entitled to vote as described in Article 4.00
13.08- Notice of the Annual and General Meetings shall be made in writing to all members of THE GUILD.

13.08.01Notices must be postmarked, or sent by e-mail and a notice posted to the official website, ten (10) business days before each meeting,

13.08.02Notice of Board of Directors' Meetings may be written or given by telephone, or sent by e-mail and a notice posted to the website, five (5) business days in advance.

Article 14.00 - Code of Ethics
All members of THE GUILD must pledge to abide by the "Code of Ethics".
14.01- Recognizing that the overall quality of tourist accommodation is directly related to the professional services provided by the owner / operator and employees, THE GUILD adopts the following Code of Ethics
14.02- As a member in good standing of THE GUILD, I pledge myself to provide a hospitable, pleasant and safe environment for my guests by;

14.02.01- promoting the purpose of THE GUILD;

14.02.02- conducting ourselves personally and collectively at all times such to bring credit to the service and tourism industry at large;

14.02.03- maintaining a professional and supportive attitude toward other members of THE GUILD;

14.02.04- treating all guests equally regardless of race, religion, nationality, creed or sex;

14.02.05- recognizing and protecting the confidentiality of priviledged information of the guests

14.02.06- providing a safe and sanitary environment at all times for every guest and employee.

14.02.07- providing every employee at every level all of the knowledge, training, equipment and motivation required to perform his / her tasks at the highest of standards.

14.02.08- guaranteeing that every employee at every level will have the same opportunity to perform, advance, and be evaluated.

14.02.09- not willingly allowing our property or organization to accept any reservations that would cause our property to be overbooked in anyway which would jeopardize our guests' accommodations.

14.02.10- having a written reservation and cancellation policy that may be sent by e-mail or by regular mail to a guest if requested and/orhave it posted electronically on the official website of our accommodation property.

Article 15.00 - Annual Report
The President shall make a written report to the members at each Annual Meeting concerning the activities of THE GUILD during his/her term and may make recommendations for the future.
Article 16.00 - Emblem of Membership
Pursuant to the Act of Incorporation, THE GUILD is authorized and empowered to employ as an emblem, a White Shield and superimposed thereon a rearing Black Lion with Red Claws and Tongue amd holding a Blue Key in its forepaws with the Ward at the top and extending to the left of the viewer all within a Red Border.
16.01- Reproductions of the emblem shall be the property of THE GUILD and may be leased to members in good standing for such sum as the Board may determine.

16.01.01- On termination of membership, the emblem or sign shall be surrendered to THE GUILD.

16.01.02- At no time shall ownership of the emblem or any reproduction of the emblem be vested in anyone except THE GUILD.

16.02- Pursuant to the Act of Incorporation "any person who displays on or about any building the emblem of this Coorporation or any sign indicative of or which might be taken as indicative of membership in this Corporation and unless the building in respect of which such emblem or sign is displayed is a member in good standing of THE GUILD and is complying with all regulations under the current law, they shall be liable to a penalty not exceeding $1,000".
Article 17.00 - Amendments
The Constitution may be amended by a majority vote of members present at an Annual or General Meeting of THE GUILD providing a written notice of Motion to amend is mailed and postmarked, or sent by e-mail and a notice posted to the website, at least ten (10) business days before the meeting.
Article 18.00 - Liability of Board of Directors
The Officers and every one of their heirs, executors and administrators shall be indemnified and harmless out of the assets of the Association from and against all claims, actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices except such, if any, as they shall incur or sustain by or through their own wilful neglect or default respectively.