1. We acknowledge ethics and morality as inseparable elements of doing business and we will test every decision against the highest standards of honesty, legality, fairness, and conscience. 

2. We will conduct ourselves at all times, personally and collectively, so as to bring credit to the Hospitality industry at large. 

3. We will concentrate our time, energy, and resources on the improvement of our own services and we will not denigrate our competition in the pursuit of our own success. 

4. We will treat all clients equally regardless of race, religion, nationality, creed, and gender. 

5. We will deliver all standards of service with total consistency to each and every client. 

6. We will, in words and deeds, develop and maintain the highest level of trust, honesty, and understanding among our clients and the public at large. 

7. We will seek a fair and honest profit, no more, and no less.

I hereby affirm that I have read and understood, and aspire to abide by, the International Association of Hospitality Advisors Code of Conduct. 

IAHA Candidate_____________________________________  Date______________ 

(Print Name)_________________________________________ 

Witnessed by____________________________________________ Date______________ 

(Print Name)_________________________________________ 
 

PREAMBLE 

The International Association of Hospitality Advisors was founded in recognition of the public need for competent, unbiased advice, professional guidance and sound judgment on the many diversified problems encountered in the hospitality industry. 

The Association believes that by clearly recognizing the consulting function as a profession, and by organizing the collective knowledge and experience of those engaged in hospitality consulting, the quality of consulting services to the industry will be greatly enhanced. Members of the Association have demonstrated their integrity and are qualified by their experience, training and knowledge to develop and express sound judgement on issues in the hospitality industry. 

This Code is designed to serve notice to the public that members will assume the obligation of self-discipline above and beyond the requirements of law and that members will maintain a high level of ethics and professional service. The Association enforces the Code by receiving and investigating all complaints of violations and by taking disciplinary action, including censure, suspension, or revocation of membership against any member who is found to be guilty of code violation or who willfully supports the practice of code violation. 

It is a desire for the respect and confidence of the hospitality industry and of society that should motivate the consultant, or member, to maintain the highest possible ethical conduct. The loss of that respect and confidence is the ultimate sanction. 

In recognition of the public interest in their obligation to the profession, members of the Association must agree in writing to comply with the following articles of professional conduct. 

I. PROFESSIONAL ATTITUDE AND BEHAVIOR 

A member of the International Association of Hospitality Advisors shall conduct all professional activities in a manner that reflects credit upon the member, the Association, and the hospitality industry. 

1. Members will not take personal, financial or other advantage of inside material or information resulting from their professional relationship with clients unless proper, full disclosure has been made; nor will they provide the basis on which others might take such advantage. 

2. Members will not advertise their services in misleading language or any other manner that could be detrimental to the respect and honor afforded the Association or its individual members. 

3. Members will not solicit employees of clients for employment except with the consent of the client. 

4. Members shall maintain and improve their professional competence by continually devoting the necessary time to reading appropriate professional literature, participating in educational seminars and programs in their field and pursuing other continuing professional education activities. 

5. Members will endeavor to assist those who enter the hospitality industry consulting profession in acquiring a full understanding of the ethics, processes, responsibilities and competencies of the profession and by keeping them informed of significant advances in their areas of practice. 

6. Members will support this Code by reporting code violations to the Association in accordance with the established procedures for handling the alleged violations of the Code of Professional Conduct of the International Association of Hospitality Advisors.

II. RELATIONSHIPS WITH CLIENTS 

A member of the International Association of Hospitality Advisors must not accept any assignment or engage in any practice involving a violation of the law, this Code or the member’s specific ethical responsibilities. A member must immediately withdraw from any assignment if such a violation is identified. 

A. General Responsibilities 

1. Members shall, before accepting an engagement, confer with the client or prospective client in sufficient detail and gather sufficient facts to gain an understanding of the perceived issues, the objectives to be achieved, the scope of assistance needed and the possible benefits that may accrue to the client. 

2. Members will hold as strictly confidential all information concerning the affairs of the client that is gathered during the course of a professional engagement except when the client has released such information.

3. Members will advise the client of any significant reservations they have regarding anticipated benefits of an engagement. They will not accept an engagement in which they cannot perceive a client benefit.

B. Independence, Objectivity, and Integrity 

1. Members will assume an independent position with the client, making certain that advice to clients is based on impartial consideration of all pertinent facts and responsible opinions. Members will not knowingly present a misleading report. 

2. A member must not accept any assignment involving a conflict of interest and must withdraw from an assignment when an unavoidable conflict of interest arises after the assignment has been accepted unless such conflict is fully disclosed in writing to all parties and all parties agree that the assignment may be accepted or continued. 

3. A member must not knowingly accept any assignment in which the member is called upon solely to lend professional reputation or signature to misleading predetermined opinions or positions. 

4. A member must not accept any assignment which precludes or limits the ability to develop factual and supportable opinions, findings or conclusions. If the client requests the scope of the assignment to be limited (to the extent that the consultant may not be able to consider all relevant factors), then these limitations must be communicated in writing and agreed upon by the client before accepting the assignment.

1. The valuation of services and the procedures by which fees are charged are matters of individual preference and are based upon agreement between the consultant and client. However, members will agree with the client in advance on the basis for charges, including the reimbursement of expenses. 

2. A member is precluded from accepting a contingency fee in situations where the member is represented or reasonably expected to be independent for the purposes of completing the project, unless such engagement arrangements are disclosed in writing in all communications with third parties.

1. A member may not accept any assignment which is beyond the scope of the member’s competency, knowledge and expertise unless the member obtains the needed knowledge or expertise from other sources. 

2. Members will ensure that others they assign to an engagement, including subcontractors, comply with the standards set out herein, are qualified to produce the engagement benefits and are adequately supervised. 

3. Members will ensure that sufficient relevant information is obtained and evaluated in developing conclusions and recommendations.

4. Members will perform each engagement on an individualized basis and will develop recommendations designed specifically to address each client's issues. Such solutions should be realistic and practical, clearly understood by the client and capable of being implemented by the client. 

5. Members will demonstrate a commitment to the quality of their advice, assistance and resulting services through sufficient planning, reviews and controls.

III. PROFESSIONAL RELATIONSHIPS 

Members of the International Association of Hospitality Advisors recognize that from time to time they will be working with other professional hospitality consultants as well as those from other disciplines and that it is necessary to adhere to certain standards of conduct in order to maximize the benefits to clients as well as to maintain the professional relationships within the profession. 

1. Members recognize their responsibility to the profession to share with their colleagues the general body of knowledge and nonproprietary approaches they use in serving clients. 

2. Members referring another consultant to a client will not misrepresent the qualifications of the other consultant nor will they make any commitments for the other consultant. Members receiving a referral from another will ensure that no misrepresentations or commitments have been made. 

3. When engaged by a client to review the work of another consultant who is a member of this Association, members will exercise objectivity and integrity in all technical and advisory conclusions communicated to a client.

IV. PROCEDURES FOR HANDLING ALLEGED VIOLATIONS OF CODE OF PROFESSIONAL CONDUCT 

The purposes of the procedures are to provide a mechanism for determining the merits of complaints against members in a fair hearing before an unbiased tribunal; to protect the rights, privacy, and professional reputations of members; and to protect the rights and interests of clients in dealing with members. 

1. Any person, member or nonmember, may file a charge of misconduct against a member. Misconduct is deemed to be any violation of the Code of Professional Conduct. The charge may be formal or informal. 

2. A formal charge is a written statement of the facts alleged, with substantiating evidence, copies of which the Chairman transmits to the Professional Conduct Committee and to the accused member, identifying the party who filed the complaint. After investigation, the committee decides whether to dismiss the charge or refer the matter with recommendations to the Board of Directors for hearing and decision.

3. Upon receipt of an informal complaint of misconduct on the part of a member, the Chairman initiates a confidential inquiry to confirm its substance. If there is reasonable ground for the complaint, the chairman formulates a statement of charges, to which the accused member may file an explanation or rebuttal within 30 days. If the Chairman of the Professional Conduct Committee and the Association Chairman jointly determine that the charges are sufficiently serious, the whole Committee will review the matter and recommend one of the following courses: dismiss the complaint; instruct the Chairman to obtain additional information required to arrive at a decision; instruct the Chairman to send a letter to the offending member in the nature of a warning or immediate cease and desist order. If the same violation occurs after a cease and desist order has been communicated to a member, a formal charge will be entered against the offending member. 

4. The Board of Directors serves as an unbiased judicial tribunal, hearing testimony provided by the Professional Conduct Committee and the accused member. A member of the Board of Directors may have a conflict to serve as an unbiased member on a judicial tribunal; in this case, a member appointed by the Board may fill the Board position. All individuals serving on a judicial tribunal must sign a nonconflict form. The Board’s decision, by majority vote, may take the form of dismissal of the complaint without prejudice, a letter of censure from the President, suspension from the Association for a stated period, or expulsion of the member from the Association. 

5. All matters relative to the filing and investigation of charges or complaints are regarded as confidential and are not in any way made public until the final step in these procedures has been completed. If a committee member breaches the confidentiality, he or she shall be disciplined. 

6. When a member withdraws from membership or is removed from the Association, he or she will immediately: 

a. Return the Certificate of Membership and Association pin to the Association office. 

b. Cease to use the International Association of Hospitality Advisors designation in association with his or her name, reports, or any other communications. 

c. No longer hold himself or herself out as a member of the International Association of Hospitality Advisors.

ARTICLE I. NAME 

The name of this organization shall be the "International Association of Hospitality Advisors." 

ARTICLE II. PURPOSE 

The Association is founded as an association of professional individuals dedicated to the advancement of the hospitality industry. 

The mission of the Association is to advance the profession of consulting within the hospitality industry by enhancing the quality of services provided to clients, by influencing related industries and by providing a vehicle for recognition of its members. To this end, the Association: 

1. Promotes high standards in the conduct of hospitality consulting as evidenced by the Association’s Code of Professional Conduct; 

2. Serves as a resource of special skills and expertise; 

3. Serves as a support body for the profession; and 

4. Anticipates and responds to present and future needs and uses within the hospitality industry. 

ARTICLE III. MEMBERSHIP 

A. Classes of Membership 

  1. The Association shall be composed of individuals, not organizations. 

  2. Two classes of membership shall be established: Member and Honorary Member. 

  3. Admission to membership shall be through the Membership Committee and according to criteria and procedures established by the Membership Committee and approved by the Board from time to time. 

  4. Individuals who continue to meet the requirements for each class of membership and have been voted into membership shall have equal rights as set forth below by member class.

  1. Candidates for membership shall be individuals only, not organizations, corporations or groups. 

  2. An invitation for membership shall be by written form, which form shall include not less than a signed agreement to abide by the Code of Professional Conduct and such professional and character references and other professional and personal information as the Membership Committee shall from time to time require. 

  3. Each candidate shall be sponsored by an active Member acquainted with the work and reputation of the candidate. 

  4. Each sponsor shall submit in writing the specific reasons why he or she is recommending the individual as a candidate for membership. 

  5. Sponsors of a candidate shall be excluded from serving on the Membership Screening subcommittee for that candidate. 

  6. The Membership Committee, through its screening subcommittee, shall:

                b. Review two specific assignments undertaken in the past two years. 

                c. The Board directs the Membership Committee to submit all screened candidates to the                    Board for approval prior to submission of the candidacy to the membership for vote.                   Board approval shall require an 80 percent vote of the Board quorum. 

              7. Admission shall be by an 80 percent vote of a membership quorum. 

              8. Criteria for admission as a Member are: 

a. Practicing hospitality consultant for three consecutive years immediately preceding invitation or two consecutive years if candidate has ten years of hospitality experience or experience in his or her respective profession; 

b. Primary professional activity is as a practicing hospitality industry consultant;

                    c. Sale of a service as opposed to a product;

d. Service to a minimum of three clients within the past twelve months immediately preceding the invitation; 

e. Being an employee, owner, officer, partner or principal of his or her company; 

f Demonstrated competence in the field as defined by the Board from time to time; 

g. "Practicing hospitality consultant" means an individual who is fully professionally occupied in the provision of hospitality consulting services; 

h. Qualification may be waived by the Board for candidates who are full-time faculty, holding full Professor standing, at an accredited four-year institution of higher learning, and who teach hospitality-related courses; 

i. "Consulting services" means professional advisory services for which the individual is fully and unconditionally compensated on an industry-competitive basis.

  9. From time to time the Board may limit the number of candidates approved for membership on an annual basis. 

10. The Board of Directors may, from time to time, limit membership of certain professional disciplines. 

11. It is recommended that each candidate for membership attend a semiannual meeting prior to approval as a Member. 

12. All Members shall have rights to participate in and vote at all regular and special meetings of the Association and shall be eligible for board or officer positions of the Association. 

13. The Board of Directors shall adopt a policy for continuing education requirements for Members to maintain active membership within IAHA. Such policy shall be determined by the Board and may change from time to time.

C. Honorary Members 

  1. Honorary membership shall be by vote of three-quarters of the Members to extend an invitation to such persons that the Board of Directors has deemed to be in the best interest of the Association for such persons' contribution to the hospitality industry or the hospitality consulting profession. 

  2. Honorary membership election shall be for life, unless otherwise so determined by the Board. 

  3. The number of Honorary Members may vary at the discretion of the Board of Directors

D. Retention of Membership 

An individual shall retain membership by the timely paying of dues, continuing as a practicing hospitality consultant, as defined in B.8.g. above, and by remaining in compliance with the criteria appropriate to the individual's class of membership as such criteria are from time to time established by the Board. 

E. Termination of Membership 

Voluntary termination shall be by resignation in writing to the Board. Involuntary termination shall be in writing to the Member for cause upon a three-fourths vote by the Board in accordance with the Code of Professional Conduct; except, however, in the event that involuntary termination is on the basis that the Member no longer meets the criteria for membership; then no finding of cause shall be required. 

F. Reinstatement of Membership 

1. A Member who has voluntarily terminated membership may reapply for membership and may be readmitted on a three-fourths vote of the Board, excluding other membership application processes. 

2. A Member of any class whose membership has been involuntarily terminated for cause may reapply for membership of that class following two years and unanimous vote of the Board. 

3. A Member whose membership has been terminated for failure to meet the criteria for membership may reapply for membership when again able to meet the criteria for membership.

ARTICLE IV. DUES 

Annual membership dues shall be such amount as determined by the Board from time to time. There shall be no dues for Honorary Members. 

Dues are payable annually on January 1 for the upcoming year; dues past due for more than sixty days shall constitute failure to meet the criteria for membership. 

Candidates for membership shall pay a candidacy fee, to be established by the Board from time to time, to cover the cost of the invitation process. 

ARTICLE V. OFFICERS 

A. Positions 

1. The officers shall include the Chairman, President, Executive Vice-President, Secretary, Treasurer, and such additional Vice-Presidents as the Board may from time to time create. 

2. The Chairman, President, Executive Vice-President, Secretary, and Treasurer shall be members of the Board of Directors.

1. The officers shall be nominated from the Members by the Nominating Committee and elected by a simple majority of the membership for a term of one year or until their successors are elected and installed; except, however, the term of the Treasurer shall be for two years and the President shall in effect have a term of two years in that he or she automatically becomes Chairman upon completion of the term as President. 

2. A vacancy in an officership shall be filled by the simple majority vote of the Board of Directors for the unexpired term or until the successor is elected and installed. 

3. The officers shall assume their duties at the close of the annual meeting of the membership at which they are elected.

  1. Chairman 

a. The Chairman shall be the immediate past President. 

b. The Chairman shall preside at the meetings of the Board and at the annual meeting, shall be an ex-officio member of all committees and shall be Chairman of the Nominating Committee.

a. The President shall be the Chief Executive Officer of the Association, shall be ex-officio Member of all committees and shall perform and direct such other activities as the Board may from time to time approve. 

b. The President may, upon Board approval, delegate the day-to-day tasks of the office to a paid Executive Director and/or professionally certified association management firm.

The Executive Vice-President shall assist the President and assume the duties of the President in the absence of the President. The Executive Vice-President is an ex-officio Member of all committees and shall perform such other duties as the Board may from time to time direct.

The Secretary shall be responsible for keeping, maintaining and disseminating all internal and external nonfinancial corporate communications of the Association as well as all non-financial minutes and records.

The Treasurer shall be custodian of the funds of the Association, shall be responsible for keeping and maintaining the books and records and disseminating all internal and external financial information of the Association, and shall share responsibility with the President for preparation and presentation of the annual budget of the Association at the annual meeting.

An officer may be removed only for cause and that by: 

a. A three-fourths vote of the Board of Directors; or 

b. A two-thirds vote of the Members, whether assembled or by proxy. 

ARTICLE VI. BOARD OF DIRECTORS 

A. Eligibility for Membership

          B. Nomination 

The Nominating Committee shall present a slate of at least one candidate for each vacancy to be filled on the Board of Directors, which slate shall be published in writing to the membership not less than ninety days prior to the annual meeting. In addition, nominations may be made from the floor at the annual meeting. 

          C. Election 

The Board of Directors may be elected by the adoption of the slate presented by the Nominating Committee. In the case of floor nomination or multiple nominations for single openings by the Nominating Committee, then voting shall be by Board opening with secret ballot. 

D. Term and Composition of Board 

1. Terms on the Board shall be for three years, with division as evenly as the number of Members allows; except, however, the term of the Treasurer shall always be two years and the President shall effectively have a two-year term by automatically becoming Chairman following his or her term as President. 

2. The Board of Directors shall be comprised of the officers and eight directors. There shall be two non-U.S. Members as constituents of the eight directors. If a non-U.S. Members is unable to attend a meeting, his or her proxy shall automatically be given to the Chairman first, and the President second.

The Board of Directors shall have full authority to direct the operation of the Association consistent with these By-Laws and the laws of the State of Florida. The Board may appoint, delegate and otherwise authorize others to act in its behalf and may compensate such others for so doing. 

          F. Vacancies 

Vacancies among directors may be filled by majority vote of the remaining Members of the Board. Persons so elected shall serve the unexpired term or until the successor shall be elected and installed. 

          G. Removal of Directors 

A director may be removed for cause only and for that by: 

 1. A three-fourths vote of the Board of Directors, or

 3. In the event that a director does not attend two regularly scheduled Board Meetings within that director’s term, the Board shall vote as to whether that nonattending Member shall be removed for cause.

1. Board meetings shall be at the annual meeting and at such other times as the business of the Association shall require.

          3. Special meetings of the Board may be called by the Chairman. 

           I. Quorum 

1. A majority of the Board shall constitute a quorum. 

2. Each Member of the Board shall have one vote, and a simple majority of those present and voting at the meeting shall decide all questions, unless a higher-percentage vote is required for specific types of questions specified elsewhere in these By-Laws.

ARTICLE VII. COMMITTEES 

A. Standing Committees 

The standing Committees shall be Membership, Nominating, Professional Conduct, and Marketing. 

B. Standing Committee Composition 

  1. With the exception of the Nominating Committee, the President shall appoint the Chairman of each standing committee. The Chairman of the Board shall be the Chairman of the Nominating Committee. The Chairman of a standing committee shall select the members of that committee with the approval of the Board. 

  2. No committee’s composition shall include more than one person from any firm or organization.

The Board or the Chairman may appoint special committees from time to time. 

D. Committee Operation 

Committees shall direct and manage their affairs according to these By-Laws and the rules and procedures established by the Board. 

ARTICLE VIII. MEMBERSHIP MEETINGS 

A. Annual Meetings 

The annual meeting shall be held at such time and place as the Board shall set at the immediately preceding annual meeting. 

B. Special Meetings 

  1. Special meetings of the membership may be held at the call of the Board or the majority of the membership following thirty days written notice. 

  2. Any business of the Association may be conducted at a special meeting; provided, however, that such business is set out in writing in the notice of the meeting.

The Association may hold such other additional meetings from time to time as the Board approves 

D. Quorum 

A simple majority of the membership shall constitute a quorum for any meeting of the membership. 

E. Voting 

Each Member shall have one vote, and a simple majority of those present and voting or returning a mail ballot shall decide all questions, except that it shall require a two-thirds vote of the Members to reverse a Board action, to amend the By-Laws, or to remove a director. Approval for membership shall require an 80 percent vote of a membership quorum. 

F. Record of Meetings 

  1. Any called meeting of Members of the Association shall be recorded in minutes. Except in the case of a meeting other than the annual meeting held not more than thirty days prior to the request, such minutes shall be provided within fifteen (15) days of their request to any Member of the Association. 

  2. The Minutes of the annual meeting of the Association shall be circulated to the membership within sixty days of the close of the annual meeting.

ARTICLE IX. FISCAL YEAR 

The fiscal year of the Association shall be a calendar year. 

ARTICLE X. INDEMNIFICATION 

Any officer, director or Member acting by or on behalf of the Association in a Board-approved manner shall be defended and held harmless by the Association to the extent of its funds and any insurance, which insurance shall be obtained as soon as the Association is able, against any action or proceeding of any kind, provided only that the action taken by such officer, director or Member was taken in good faith. 

ARTICLE XI DISSOLUTION 

In the event of dissolution of the Association and after payment of all debts and other obligations, the assets of this Association shall be dedicated or transferred only in accordance with the purposes set out herein and the laws of the State of Florida. 

The unanimous vote of the Board and three-quarters of the Members shall be required to dissolve the Association. 

ARTICLE XII AMENDMENTS AND RULES OF ORDER 

A. Amendments 

These By-Laws may be amended by two-thirds vote of the Members at a regular or special meeting or mail ballot, provided only that such proposed amendment and the reasons therefor shall have been submitted to the membership in writing not less than thirty days prior to the date of the vote. 

B. Rules of Order 

"Robert's Rules of Order Newly Revised' shall be the rules of parliamentary procedure governing the conduct of all meetings of the Association not otherwise provided for in these By-Laws.