Bylaws of Utah Tour Guide Association

Approved April 12, 2024

Chapter 1 – Purposes of the Association

  1. To promote the highest degree of professionalism for those individuals who function as tour guides and to provide ethical and professional standards against which all Utah tour guides are measured;
  2. To develop camaraderie between Utah tour guides, offer a forum for social enjoyment, foster common business interests, and provide a variety of networking opportunities;
  3. To provide continuing education and pertinent updates for the benefit and improvement of its members;
  4. To cooperate with other related organizations in a common endeavor to promote the value of UTGA members and tourism in the State of Utah.

Chapter 2 – Membership

Section 1.1 

Membership in the Utah Tour Guide Association shall be as Professional Member, Organizational Member, Affiliate Member, and Associate Member. Those individuals and organizations that hold membership must be ethical, in good standing, and support the goals, ideals and purposes, as outlined in Chapter 1 of the Utah Tour Guide Association Bylaws and Article 3 of the Association’s Articles of Incorporation.

Section 2.2 – Classes of Membership

  1. PROFESSIONAL MEMBER Any individual who functions as a tour guide, tour director, tour escort, docent, driver/guide, or any  individual working and serving tourism in or from Utah is invited to be part of UTGA. These individuals are entitled to full membership benefits and voting privileges so long as dues are paid and current.  Benefits include: a profile on UTGA website, UTGA nametag, UTGA membership card (with certification if achieved), space at UTGA Member Showcase, discounted fees for some UTGA events, promotion at UTGA booths/tables at industry events (member must provide materials for display and/or distribution), certification program and designation, membership benefits associated with NFTGA and WFTGA membership, and one vote per membership.
  2. ORGANIZATIONAL MEMBER Any company or organization involved in  the tourism industry in Utah may join UTGA. Each organization may have two (2) representatives and is entitled to the Association’s membership benefits so long as dues are paid and current.  Benefits include: a profile on UTGA website, space at UTGA Member Showcase, promotion of organization at UTGA booths/tables at industry events (member must provide materials for display and/or distribution), certification program for tour guide employees, membership benefits associated with NFTGA and WFTGA membership, and one vote per membership.
  3. AFFILIATE MEMBER Organizations and individuals working and supporting tourism in Utah  that are invited  by the Association. To qualify in this category, nominations will be approved by the Officers of UTGA. Contributions to the Association are welcome; however, no dues are paid. There is no voting privilege. Benefits include exclusive access to UTGA members and communications. Membership in this category cannot exceed 49% of the total UTGA membership. Each AFFILIATE MEMBER may select one member of their organization to receive UTGA communications and invitations to UTGA events.
  4. ASSOCIATE MEMBER Any individual who seeks to be connected to the Association but not enjoy full membership benefits listed in other membership categories. This includes students, retirees, out-of-state individuals, etc. who would like to receive UTGA communications and be invited to UTGA events. This membership does not include any voting privilege or promotion by the Association. ASSOCIATE MEMBERS will continue to be connected to NFTGA and WFTGA membership benefits as long as dues are paid and current. 

Section 2.3 – Termination and Reinstatement of Membership

  1. A member may resign at any time. Such resignation shall be effective immediately. Dues will not be refunded.
  2. A member may be terminated for cause by a (2/3) two-thirds vote of the Board. The member will be given a (15) fifteen day written notice to appear before the Board for a review of the case before the vote is taken. A pro-rata of the annual amount of the dues will be refunded.
  3. A member who does not pay dues shall have membership terminated 30 days after written notice has been given.
  4. A person whose membership has been terminated for nonpayment of dues may be reinstated upon payment of current dues.

Section 2.4 – Membership Dues

  1. The Officers shall set the rate of the annual dues.
  2. The annual dues of active Members and Associates shall cover the period from January 1 to December 31 of each year.
  3. New members joining after September 1 will pay half the annual rate for that year.
  4. Paid dues are non-refundable.

Chapter 3 – Leadership (Elected Officers and Board of Directors)

Section 3.1 

Association leadership shall consist of Elected Officers and a Board of Directors. All leadership is chosen by Association membership through election. All leadership is on a volunteer basis. 

Section 3.2 – Elected Officers

  1. Elected Officers include President, Vice President, Secretary, and Treasurer. 
  2. Only Professional Members or representatives of Organizational Members in good standing may serve as an Elected Officer.
  3. Elected Officers shall be chosen by majority vote of the Association’s Membership. The nomination process and voting period are set by the current Elected Officers and may begin several weeks prior to the annual business meeting. Final balloting is completed and results are announced at the annual business meeting in December. Officers serve a term of two (2) years. They may serve additional terms if nominated and elected in a future year.
  4. Voting may be conducted by email or written ballot or a raise of hands during the annual meeting. Voting by email may  begin as much as one month prior to the annual business meeting to allow all members the opportunity to vote. A  final tabulation will be done at the annual business meeting in  December. A majority of votes cast shall be necessary for election of an officer.
  5. If any Officer position becomes vacant between regularly scheduled elections, the remaining Officers shall hold a new election to fill  the open position. This will be done under normal nomination and election procedures.

Section 3.3 – Duties of Elected Officers

  1. The PRESIDENT
    1. Shall preside at all meetings of the Members and the Board.
    2. Shall present an annual report to the members on the work of the Association.
    3. Shall establish and disband all committees.
    4. Shall serve as an ex-officio member of all committees.
    5. May be one of two signatories on any checks.
    6. Shall act as spokesperson of the association to the public and press, reflecting the official decisions and viewpoints of the membership
    7. Shall be the chief executive officer of the Association. 
    8. Shall oversee recruitment and welcoming of new members.
    9. Shall perform all duties necessary or prescribed by the Board. 
  2. The VICE PRESIDENT 
    1. Shall assist the President as requested by the President.
    2. Shall serve as an ex-officio member of all committees.
    3. Shall serve as President in the absence of the President at a meeting or other event.
    4. Shall assume the office of President upon the resignation of the President or if the President is unable to fulfill the duties of office as determined by the Board.
    5. Shall assist in the recruitment of new members. 
  3. The SECRETARY 
    1. Shall ensure that all reports, records, and official business of the association are maintained in good order.
    2. Shall appoint an alternate to take minutes, etc. in his/her absence.
    3. Shall maintain the minutes of membership meetings and a record of all official actions and decisions of the Association and Board and make those minutes available to members of the Association upon request.
    4.  Shall assist the President and perform other normal duties as requested.
  4. The TREASURER 
    1. Shall have the care and custody of all the Association’s funds, depositing them in a timely fashion in the designated account.
    2. Shall, with the President, be one of the two signatories on all checks.
    3. Shall provide an annual report to Association membership at the annual business meeting in December.
    4. Shall provide a quarterly written account of the Association’s finances to the Elected Officers.
    5. Shall update the Board on the Association’s finances as requested.
    6. Shall safeguard the funds received by the Association by keeping proper records, receipts, disbursements and following the financial guidelines as outlined in Chapter 6 of these Bylaws. 
    7. Shall collect membership dues.  
    8. Shall maintain and update the Association membership roster.
    9. Shall issue reimbursements for Association expenses incurred by members in a timely fashion. 
    10. Shall ensure a smooth transition of financial and membership assets to new Elected Officers as detailed in Chapter 6 of these Bylaws.
    11. Shall assist the President and perform other normal duties as requested.

 Section 3.4 – Board of Directors

  1. The Utah Tour Guide Association shall be directed by a Board of Directors consisting of Association members including the Elected Officers who serve as Executive Board Members.
  2. There is no set number of directors.
  3. Directors on the Board shall be nominated by any member, officer, or other Board member and must be approved by unanimous vote of the existing Board. 
  4. Board Members may be any class of Association member.
  5. All Directors on the Board shall serve a two-year term. They may serve additional terms if nominated and approved.
  6. The Chairperson of the Board shall be selected by the existing Board of Directors and may be an Elected Officer.
  7. The Board of Directors shall meet at least once a year, as called by the Chair, to transact business and provide guidance to Elected Officers of the Association.

Chapter 4 – Member Participation and Committees

Section 4.1 

It is the expectation and responsibility of each Member to take an active role in promoting the purposes of the Utah Tour Guide Association as outlined in Chapter 1 of the Association’s Bylaws and Article 3 of the Association’s Articles of Incorporation. This includes exhibiting the highest degree of professionalism as a tour guide and a willingness to share their talent, knowledge, and experience with fellow Members.

Section 4.2 – Committees

  1. Members may be asked to serve on committees, provide training in areas of expertise, and share updated information about the industry, attractions and destinations, and general operations of being a tour guide in Utah.
  2. Committees of the Association shall be appointed by the Elected Officers as deemed necessary.
  3. Only active members of the Association may be chair of a committee, function, meeting, or have voting privileges.
  4. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Elected Officers, it is deemed wise to discontinue the committee.

Chapter 5 – Meetings and Business

Section 5.1 – General Meetings and Events

  1. Regular meetings shall be held as often as the Members or Officers deem necessary, not less than four times per year.

  2. It shall be the objective of the Officers to present education and on-going updates of information that will benefit Utah tour guides.

  3. Business matters may be presented during the meetings. At which time members will have an opportunity to vote as the business requires.

  4. Meeting locations will be held at sites that generally relate to tourism. 

Section 5.2 

An annual business meeting will be held in December and used to conduct the election of officers (biennially), report the financial status of the Association (annually), review the previous year’s events and programs, discuss potential events and programs for the upcoming year, and discuss any other business matters pertinent to the general membership of the Association.

Chapter 6 – Finances and Records

Section 6.1 – Finances

  1. The funds of UTGA shall be deposited in a bank in the name of the Utah Tour Guide Association.
  2. Such funds shall be withdrawn only by Elected Officers appropriately authorized.
  3. An accounting of the finances of the UTGA shall be made at the annual meeting each December. 
  4. Additionally, a report detailing new membership and current funds in the bank will be presented to the Officers on a quarterly basis.
  5. When a new President and/or Treasurer is elected, the current Treasurer shall ensure all financial documents (physical and digital) as well as access and responsibility of the Association’s bank account and other financial accounts including Venmo are properly and in a timely manner transferred to the new Elected Officer(s). 

Section 6.2 – Association Records and Access

  1. The association shall keep correct and complete electronic records. All records of the association shall be available for inspection by any member, or his or her agent or attorney for any proper purpose at any reasonable time, in accordance with statutes and these bylaws. These records shall include but are not limited to:
    1. Incorporating and other official documentation for the Association
    2. Past and current financial and membership information
    3. Certification and training information
    4. Supporting documentation for any large events
    5. Board of Directors meeting minutes. 
  2. Anything created for the Association in electronic or physical copy form is the property of the Association. Under no circumstances do any of these electronic or physical creations belong to an individual unless agreed to by the Elected Officers prior to their creation.
  3. Elected Officers and Directors on the Board agree to return all electronic and physical creations as well as information regarding access to the remaining Board of Directors when stepping down. Not doing so will be a breach of fiduciary duty.

Chapter 7 – Affiliations

The Association may be an affiliate member with any tourism-related organization deemed appropriate by the Elected Officers and Board of Directors.

Chapter 8 – Liability and Indemnification

Section 8.1 – Liability

  1. The Utah Tour Guide Association is not financially or otherwise liable for injuries, accidents, damage to or theft of personal property, loss, delay, omissions and irregularities, or negligence occurring to a tour participant when an Association Member is leading a tour involved in other professional duties or in the course of Association events and meetings.
  2. Members of the Association, including Elected Officers and Directors on the Board, shall not be personally liable for monetary damages as for any action taken, or any failure to take any action, unless:
    1. The individual has breached or failed to perform their duties in accordance with the standard of conduct contained in these bylaws, policies and procedures, and ethics and standards as outlined by the Board of Directors.
    2. The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

 Section 8.2 – Indemnification 

  1. The Association shall indemnify any officer, Director, or Volunteer representative acting on behalf of the Association who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether or not by, or in the right of, the Association) (a “Proceeding”), by reason of the fact that such person is or was a representative of the Association, against expenses (including attorney’s fees), judgements, fines and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal: provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness: and provided, further, however, in instances of a claim by or in the right of the Association, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Association unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Association is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
  2. Procedure: Unless ordered by a court, any indemnification under Section 2 or otherwise permitted by law shall be made by the Association only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determination shall be made:
    1. by the Board of Directors by a majority vote of a quorum consisting of Officers and Directors who were not parties to the action or proceeding: (if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
    2. by the Members by a majority of a quorum vote.
  3. Advancement of Expenses: The Association shall advance expenses incurred by an officer, Director, or volunteer representative who may be eligible for indemnification pursuant to this Article in defending a Proceeding unless such Proceeding is brought against the person by or in the right of the Association, and may advance such expenses in any case in which it decides indemnification may be appropriate, in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Association.
  4. Continuing Right to Indemnification: The indemnification and advancement of expenses provided pursuant to the Article shall continue as to any person who has ceased to be an officer or Director of the Association and shall inure to the benefit of the heirs, executors, and administrators of such person.
  5. Other Rights: This Article shall not be exclusive of any other right which the Association may have to indemnify any person as a matter of law.

Chapter 9 – Amendments to these Bylaws

  1. No Action by any Member, Committee, Board Member, or Elected Officer shall be binding upon, or constitute an expression of the policy of the Association, until it shall have been approved by the Elected Officers and formally disseminated to the general membership of the Association.
  2. The Articles and Bylaws may be amended by a two-thirds (2/3) vote of members present at any regular or special meeting, provided the proposed amendments have been presented in writing at a previous meeting or emailed to each member not less than five(5) days in advance of the meeting at which final action is taken.