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IAAPA's Board of Directors adopted the Constitution and Bylaws on March 8, 2004. As valued members, we offer you an electronic copy of our Constitution and Bylaws for you to review as needed.

INTERNATIONAL ASSOCIATION OF AMUSEMENT PARKS AND ATTRACTIONS BYLAWS

AMENDED BY THE BOARD OF DIRECTORS MAY 5, 2009

AMENDED BY THE BOARD OF DIRECTORS NOVEMBER 17, 2008

AMENDED BY THE BOARD OF DIRECTORS SEPTEMBER 29, 2008

AMENDED BY THE BOARD OF DIRECTORS SEPTEMBER 16, 2007

AMENDED BY THE BOARD OF DIRECTORS MARCH 13, 2006

AMENDED BY THE BOARD OF DIRECTORS NOVEMBER 16, 2004

ADOPTED BY THE BOARD OF DIRECTORS MARCH 8, 2004


ARTICLE 1. NAME AND LOCATION
ARTICLE 2. PURPOSE AND OBJECTIVES
ARTICLE 3. MEMBERSHIP
ARTICLE 4. GOVERNANCE
ARTICLE 5. MANAGEMENT
ARTICLE 6. COMMITTEES
ARTICLE 7. DUES AND FISCAL MATTERS
ARTICLE 8. DISSOLUTION
ARTICLE 9. ADOPTION OF RULES AND REGULATIONS; REFERENCES
ARTICLE 10. AMENDING BYLAWS
ARTICLE 11. PARLIAMENTARY PROCEDURE

ARTICLE 1. NAME AND LOCATION

1.01 The name of the organization is the “International Association of Amusement Parks and Attractions, Inc.,” a Delaware non-stock corporation (the "Association").

1.02 The Association’s headquarters is maintained in the Washington, D.C. vicinity or elsewhere as determined by the Board of Directors.

1.03 The Board of Directors may approve Association offices in other areas in addition to the headquarters office.

ARTICLE 2. PURPOSE AND OBJECTIVES

2.01 The Association’s purposes and objectives are:

(a) To promote the safe operations, global development, professional growth, and commercial success of the amusement industry;

(b) To be an indispensable resource for the Association’s members and an international authority for the attractions industry;

(c) To advocate on behalf of the members among consumers, government officials, and the media;

(d) To provide market connections between buyers and suppliers through exhibitions;

(e) To provide continuing education and training in amusement facility operations;

(f) To be an allied partner with state, regional, and national industry associations;

(g) To be a credible resource for industry data and statistics; and

(h) To pursue appropriate purposes and objectives that are approved by the Board of Directors.

2.02 Restrictions. All policies and activities of the Association must be consistent with:

(a) Applicable federal, state, and local antitrust, trade regulation, or other legal requirements; and

(b) Applicable federal and local income and other tax exemption requirements, including the requirements that the Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

ARTICLE 3. MEMBERSHIP

3.01 The Association has members in these classifications:

(a) Facility Member. An individual, partnership, firm, or corporation engaged in the operation and management of amusement, concession, or recreation facilities at permanent locations providing family amusement, recreation, and entertainment, is eligible for Facility membership in the Association.

(b) Individual Member. An individual who has been engaged in the operation or management of amusement, concession, or recreation facilities as an owner, lessee or manager, but who is not at the time employed in the industry, or an individual actively developing an amusement facility, or an individual who is employed in a closely allied industry which does not meet the qualifications for Facility membership, is eligible for membership in this classification at the discretion of the Board of Directors.

(c) Manufacturer and Supplier Member. An individual, partnership, firm, or corporation engaged in design, manufacture, supply, or sales of equipment, supplies, or services to the industry is eligible for membership in this classification.

(d) Young Professionals and Students. Individuals 35 years of age or younger and employed by an IAAPA member in good standing are eligible for the young professional classification. Any individual who is a part-time or full-time student at a higher education institution is eligible for the student classification.

(e) Life Member. An individual who has maintained membership in the Association for 10 or more years, and who has rendered conspicuous service to the Association, is eligible to be designated a Life member at the discretion of the Board of Directors. A Life member has all rights of Facility membership but is not designated a Facility member. Each Past Chair of the Association automatically becomes a Life member without action by the Board of Directors.

(f) Honorary Member. Upon the written request of any Facility or Life member, a distinguished individual over age 21 may be declared an honorary member at the discretion of the Board of Directors.

3.02 Eligibility for Membership. The Board of Directors may establish further criteria for membership consistent with these Bylaws.

3.03 Removal of Member. The Board of Directors, by a two-thirds vote of Directors at a meeting where a quorum is present, may withdraw membership from, or sanction, any member who: (a) fails to satisfy the membership criteria, (b) fails to comply with these Bylaws or the policies of the Association, or (c) engages in conduct conspicuously detrimental to the Association or to the industry. Failure to pay dues or other financial obligations to the Association automatically results in withdrawal of membership following written notice to the member without action by the Board. A member from whom membership is proposed to be withdrawn for another reason, or is proposed to be sanctioned, is provided: (a) written notice of the proposed action and the reasons for it, (b) an opportunity to respond, and (c) final written notice of the Board of Directors vote on withdrawal or sanction.

3.04 Application for Membership. Application for membership is made on a form provided by the Association and must include information required by the Board of Directors. The application is accepted or rejected by the Board based upon the Association’s membership eligibility criteria.

3.05 Voting Rights. Facility and Life members have the right to vote for electing directors and for all matters presented for membership voting by the Board of Directors. Each member with voting rights has one vote for electing directors and for matters presented for membership voting by the Board. For a Facility member that is an entity, the right to vote is exercised by the individual designated as the member-contact by the entity’s chief executive officer and whose name appears in the Association’s directory; that individual is the conduit for communications with the Facility member.

3.06 Annual and Special Membership Meetings. The Association holds an annual meeting of members at a time and place determined by the Board of Directors. The Board may also call special meetings of the members.

3.07 Notice. The Board of Directors provides notice of each annual or special membership meeting at least 10, but not more than 60, business days before the meeting. The notice must include a description of the business to be transacted.

3.08 Quorum. A majority of the Facility and Life members present at any annual or special membership meeting constitutes a quorum for transacting business.

3.09 Voting. The vote of a majority of members at a meeting where a quorum is present constitutes action of the membership.

ARTICLE 4. GOVERNANCE

4.01 Board of Directors. The Association is governed by a Board of Directors. The Board consists of 28 directors — 15 elected Facility or Life member directors, three elected Manufacturer and Supplier member directors, the Chair, three Vice Chairs, the Immediate Past Chair, three other Past Chairs, the Treasurer, and the President/CEO.

(a) Elected Facility or Life Member Directors. The Nominating Committee nominates, subject to the approval of the Board, a slate of 15 candidates for director positions from the Facility and Life membership classifications. The Board recommends the final slate of these 15 nominees to stand for election by the membership.

(b) Elected Manufacturer and Supplier Member Directors. The Nominating Committee nominates, subject to the approval of the Board, a slate of three candidates for director positions from the Manufacturer and Supplier membership classification. The Board recommends the final slate of these three nominees to stand for election by the membership.

(c) Chair. The Chair serves as a director.

(d) Vice Chairs. The three Vice Chairs serve as directors.

(e) Immediate Past Chair. The Immediate Past Chair serves as a director.

(f) Past Chairs. Candidates to represent the Advisory Board on the board of directors will be recommended by the Nominating Committee, approved by the board and elected by the membership.

(g) Treasurer. The Nominating Committee nominates, subject to the approval of the Board, a candidate with accounting and financial management experience for the position of Treasurer. The Board recommends the final candidate to stand for election by the membership.

(h) President/CEO. The President/CEO of the Association serves as an ex officio director with no right to vote.

(i) Nomination from Membership. Additional nominations for director from the Facility or Life member classifications may be made by any member entitled to vote in membership elections if submitted in writing and received at the Association’s headquarters office 10 business days before the Annual meeting.

(j) Geographic Representation. For purposes of nominating, approving, and electing directors, the Board is geographically apportioned from the Association’s total Facility membership based on geographic regions. The Association strives to achieve a balance of geography, facility size, and industry segments among directors.

(k) Terms. Elected Facility or Life member directors, Past Chair directors, and Elected Manufacturer and Supplier member directors serve three-year, staggered terms. Directors shall not serve consecutive terms unless elected as an officer or fulfilling an unexpired term of a vacancy. The Chair, the three Vice Chairs, and the Immediate Past Chair serve one-year terms while in office; the Treasurer serves a three-year term while in office; the President/CEO serves under the terms of an employment agreement.

(l) Meetings. The Board of Directors holds regular meetings at times and places determined by the Board. Special meetings of the Board may also be called by the Chair or by written request of a majority of directors.

(m) Notice. The Board of Directors receives notice of any regular or special meeting at least 20 business days before the meeting. A director may waive notice of a meeting.

(n) Quorum. A majority of directors eligible to vote constitutes a quorum for transacting business.

(o) Voting. The vote of a majority of directors eligible to vote at a meeting where a quorum is present constitutes the action of the Board unless otherwise provided in these Bylaws.

(p) Proxy Voting. Directors may not vote by proxy.

(q) Action Without Meeting. Any action may be taken by the Board without a meeting if consent in writing, setting forth the action taken, is signed by all directors eligible to vote.

(r) Telecommunications Meetings. The Board may act at a meeting through the use of a conference telephone or other communications equipment which permits all directors with a vote participating in the meeting to speak and be heard by the others.

(s) Compensation. Directors serve without compensation but may be reimbursed for reasonable expenses according to policies adopted by the Board.

(t) Vacancy. If a vacancy occurs in any office or on the Board because of death, resignation, or otherwise, the vacancy is filled by a majority vote of the directors, even though less than a quorum is present, and each appointed director or officer then serves for the unexpired term.

(u) Removal of Director. The Board of Directors may, by a two-thirds vote of the rest of the Board at a meeting where a quorum is present, remove or sanction any director who fails to fulfill the duties of director. Failure to attend three consecutive meetings of the Board without the excuse of the Chair automatically results in removal without action by the Board following written notice to the director. A director who is proposed to be removed or sanctioned for another reason is provided: (a) written notice of the proposed action and the reasons for it, (b) an opportunity to respond, and (c) final written notice of the Board of Directors vote on removal or sanction.

4.02 Board Authority and Duties of Directors. The Board of Directors supervises, directs, and controls the policies and programs of the Association. Each director has a fiduciary duty to be loyal to the Association, to act in its best interests, to avoid conflicts of interests, to maintain the confidentiality of Association information, and to avoid utilizing the office for personal gain.

4.03 Officers. The officers of the Association are the Chair, the First Vice Chair, the Second Vice Chair, the Third Vice Chair, the Treasurer, and the President/CEO. Except for the Treasurer and the President/CEO, the officers are elected by the Board.

(a) Right to Hold Office. Officers other than the President/CEO must be current or former directors from the following membership classifications: Facility, including representatives of Facility member entities, or Life members. The Board may establish additional criteria for eligibility to serve as an officer.

(b) Vacating Director Positions. Upon election as an officer, directors vacate their director position and serve the officer term.

(c) Duties of the Chair. The Chair presides at all meetings of the Association’s membership, Board of Directors, and Executive Committee. The Chair serves as an ex-officio voting member of all committees except the Audit Committee and the Nominating Committee. The Chair may appoint a director to serve as Sergeant-at-Arms and may appoint a director to serve as Parliamentarian.

(d) Duties of the First Vice Chair. The First Vice Chair is also known as “Chair-Elect.” The First Vice Chair fulfills the duties of the Chair when the Chair is unable to do so. The First Vice Chair serves as an ex-officio voting member of all committees except the Audit Committee and the Nominating Committee.

(e) Duties of the Second and Third Vice Chairs. The Second Vice Chair and Third Vice Chair, respectively, fulfill the duties of the Chair when the Chair is unable to do so.

(f) Duties of the Treasurer. The Treasurer acts on behalf of the Board of Directors in overseeing the financial affairs and records of the Association. The Treasurer advises the Board and the President/CEO on financial matters. The Treasurer may perform other duties assigned by the Board. The Treasurer does not manage or administer the financial operations of the Association.

(g) Removal of Officer. The Board of Directors, by a two-thirds vote of the rest of the Board at a meeting where a quorum is present, may remove or sanction any officer whom the Board has elected. The membership may remove or sanction the Treasurer. A director who is proposed to be removed or sanctioned is provided: (a) written notice of the proposed action and the reasons for it, (b) an opportunity to respond, and (c) final written notice of the Board of Directors or membership vote on removal or sanction.

ARTICLE 5. Management

5.01 President and Chief Executive Officer. The Board of Directors appoints a President and Chief Executive Officer (“President/CEO”) of the Association.

(a) The President/CEO serves at the pleasure of the Board and may be removed by the Board consistent with any Association contract or employment agreement that may exist. The President/CEO serves as an ex-officio non-voting member of the Board and all committees except the Audit Committee, Compensation Committee, and Nominating Committee.

(b) The President/CEO has executive management responsibility for the affairs of the Association and performs the duties assigned by the Board of Directors.

(c) The President/CEO serves as the Secretary of the Association, maintains its records including minutes of meetings, and issues notices to the membership and Board of Directors.

5.02 Indemnification. Every director, officer, committee member, volunteer, employee, or agent of the Association is indemnified by the Association against third-party claims for liability arising in connection with their positions or activities on behalf of the Association to the fullest extent permitted by law. This right of indemnification is in addition to, and not exclusive of, all other rights to which the indemnified individual may be entitled.

5.03 Surety Bonds. Any director, officer, or employee, including the President/CEO, who handles or has access to the funds or securities of this Association, must be bonded at the expense of the Association, with the amount and other terms of the bonding consistent with any Board of Directors policy on the subject. 

ARTICLE 6. COMMITTEES
6.01 The Board of Directors establishes these standing committees:

(a) Executive Committee. The Executive Committee consists of the Chair, the three Vice Chairs, the Immediate Past Chair, the Treasurer, the President/CEO, and three other members, two of whom must be directors-at-large who are proposed by the Chair and approved by the Board of Directors.

(i) The Executive Committee has the authority to act on behalf of the Board between meetings of the Board.

(ii) Actions taken by the Executive Committee are reported to the Board and considered for ratification at each Board meeting.

(iii) The Executive Committee recommends to the Board the annual budget of the Association.

(b) Nominating Committee. The Nominating Committee, consisting of seven members, nominates slates of candidates to serve as directors subject to Board approval. The committee is also responsible for monitoring all matters involving association governance and making recommendations to the board for action in governance matters.

(i) Committee Composition

a) The Board appoints a Vice Chair of the Nominating Committee each year for a three-year term; the Vice Chair serves the first year in that position, the second year as Chair-Elect, and the third year as the Chair of the Committee.

b) The Board of Directors appoints two Association members from the Facility or Life membership classifications to serve on the Nominating Committee for two-year, staggered terms.

c) The Board appoints two directors to serve on the Nominating Committee for two-year, staggered terms. The Chair, the Vice Chairs, and the President/CEO are not eligible to serve on the Nominating Committee.

(ii) Candidate Guidelines - The nominating committee strives in its nominations to achieve a balance of representatives based on facility size, geography, and industry segments.

(c) Audit Committee. The Audit Committee, consisting of five individuals, assists the Board in fulfilling its oversight responsibility in financial matters. The Committee’s duties and responsibilities include oversight of:
(i) the accounting and financial reporting processes, systems, and performance of internal accounting and financial controls;

(ii) the integrity of the financial statements;

(iii) the annual independent audit of the Association’s financial statements, the engagement of the independent auditor, and the annual evaluation of the independent auditor’s function, qualifications, services, performance, and independence;

(iv) the performance of the Association’s internal and independent audit functions;

(v) the Association’s compliance with legal and regulatory requirements related to these Bylaws, including the Association’s disclosure controls and procedures; and

(vi) the evaluation of the Association's risk issues.

(i) The Audit committee shall consist of five people selected by Board of Directors. At least two members of the Audit Committee shall be members of the Board at the time of their election. The remaining members shall be from member companies, although one may come from the general public. To ensure continuity, in any one year no more than three new members of the Audit Committee should be nominated.

(ii) At least two members of the committee must possess accounting and financial management experience.

(iii) The Chair of the Board appoints the Chair of the Audit Committee from among the Directors serving on the committee.

(iv) Each member of the Audit Committee shall be independent of the management of the association. No member of the Executive Committee shall serve on the Audit Committee.

(v) Members of the Audit Committee sign a Code of Conduct attesting to their independence and commitment to the integrity of the Audit Committee process.

(vi) Each member of the Audit Committee shall serve a two-year term. A member may not serve more than three consecutive terms.

(vii) Members of the Audit Committee shall be approved by the Board of Directors. The Board of Directors may remove members of the Audit Committee from such Committee, with cause.

(d) Investment Committee. The Investment Committee, consisting of five individuals, reviews the investment policy adopted by the Board, monitors the performance of investments, reports to the Board at least annually on the status and investment of funds, and offers advice and counsel to the Board for the development of investment policy.

(i) The Chair of the Board appoints one director to serve on the Investment Committee for a one-year term.

(ii) The Chair of the Board nominates and the Board elects four individuals, one of whom need not be a member of the Association, to each serve two-year, staggered terms. All members shall possess financial management and investment experience.

(iii) The Chair of the Board appoints the Chair of the Investment Committee from the Committee's membership.

(e) Compensation Committee. The Compensation Committee, consisting of the officers of the Association (other than the President/CEO) and the immediate past chair, establishes, reviews, and recommends to the Board the general compensation philosophy of the Association. The Compensation Committee annually reviews and reports to the Board its evaluation of the President/CEO’s management performance and recommends to the Executive Committee appropriate compensation in the form of financial remuneration, benefits, and incentive bonuses. The Chair of the Board serves as the Chair of the Compensation Committee, or another officer may be appointed to this committee, or another officer may be appointed to this position at the Chair's discretion.

(f) Strategic Planning Committee. The Strategic Planning Committee, consisting of five members, monitors and reports to the Board on the progress of the Association’s adherence to the adopted objectives of the Strategic Plan. The Committee also recommends to the Board any modifications to the Plan.

(i) The Chair of the Strategic Planning Committee is the First Vice Chair of the Association.

(ii) The Chair of the Board nominates and the Board elects the rest of the membership of the Committee to serve three-year, staggered terms. The Chair and the Board consider geographic and industry diversity in nomination and election of Committee membership.

(iii) The Strategic Plan is reviewed every three years or when considered necessary by the Board.

(g) Quorum. A quorum for meetings of a committee is a majority of the membership of the committee.

6.02 Other Committees. The Chair of the Board may appoint other committees to perform specific and limited assignments or tasks other than those of the committees provided for in these Bylaws. At least one director serves as a member of each Board standing committee.

6.03 Advisory Board. An Advisory Board, consisting of all past Chairs of the Association, provides advice and counsel as requested by the Board.

(a) The Advisory Board elects its own Chair from among its members.

(b) Candidates to represent the Advisory Board on the board of directors will be recommended by the Nominating Committee, approved by the board and elected by the membership.

(c) The Advisory Board meets at the annual membership meeting and at other times at the discretion of the Chair of the Board. 

ARTICLE 7. DUES AND FISCAL MATTERS

7.01 Annual dues for all membership classifications are determined by the Board. Honorary members pay no dues.

7.02 The fiscal year of the Association is determined by the Board.

ARTICLE 8. DISSOLUTION

The Board of Directors, by a two-thirds vote at a meeting of the Board where a quorum is present, may dissolve the Association after assuring that all liabilities of the Association have been satisfied and pursuant to a plan for disposition of all remaining assets of the Association consistent with applicable law.

ARTICLE 9. ADOPTION OF RULES AND REGULATIONS; REFERENCES

9.01 The Board may adopt rules, regulations, and policies to implement these Bylaws that are consistent with these Bylaws and with the law.

9.02 All references in these Bylaws to “Chair” and “Past Chair” refer equally to those who have served as Chair of the Board of Directors under the previous title “President.”

ARTICLE 10. AMENDING BYLAWS

The Board of Directors, by a two-thirds vote at a regular meeting of the Board where a quorum is present, may amend these Bylaws in any way consistent with the law, provided written notice of the proposed amendment is provided to the Board of Directors at least 20 business days before the meeting.

ARTICLE 11. PARLIAMENTARY PROCEDURE

The conducting of business at membership and Board of Directors meetings of the Association, other than as provided in these Bylaws, is governed by parliamentary policy adopted by the Board.