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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 SEPTEMBER 24, 2017

ADOPTED BY THE BOARD OF DIRECTORS MARCH 8, 2004

 


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 Orlando, FL 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     Annual dues for all membership classifications are determined by the board. Honorary members pay no dues. Membership applications are accepted or rejected based on the Association’s membership eligibility criteria. The board of directors may establish further criteria for membership consistent with these bylaws. 

The Association has these membership 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     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.

3.03     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.

3.04     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.

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

3.06     Quorum. Ten (10) percent of the Facility and Life members present at any annual or special membership meeting constitutes a quorum for transacting business.

3.07     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 Association strives to achieve a balance of geography, facility size, and industry segments. The board consists of twenty-five (25) directors — 

  • five (5) officers — the chair, two (2) vice chairs, the treasurer, and the president/CEO,
  • ·nine (9) elected at-large facility or life member directors,
  • four (4) regional advisory committee chair directors (Asian, European, Latin American, and North American regional advisory committee chairs),
  • three (3) manufacturer and supplier member directors – the chair of the manufacturers and suppliers committee director and two other elected manufacturer and supplier member directors, and
  • four (4) past chair directors — the immediate past chair, and three other past chairs representing the advisory board.

a) Officers. The five (5) officers that serve on the board are the chair, the two (2) vice chairs, the treasurer, and the president/CEO.  All are elected or appointed in accordance with 4.03 below.  The president/CEO of the Association serves as an ex-officio director with no right to vote.

b) At-Large Facility or Life Member Directors. The governance committee annually nominates a slate of up to nine (9) candidates for director positions from the facility and life membership classifications. The board elects successor board members from the nominees.

c) Regional Advisory Committee Chairman Directors.  The governance committee annually nominates a slate of up to four (4) candidates for director positions from the facility and life membership classifications to serve as chairs of the Asian, EMEA, Latin American and North American regional advisory committees.  The board elects the chairs from the nominees.

d) Manufacturer and Supplier Directors.  The governance committee annually nominates one (1) candidate for director position from the manufacturer and supplier membership classification to serve as chair of the manufacturers and suppliers committee, and two (2) additional candidates for director positions from the manufacturer and supplier membership classification. The board elects the chair and board members from the nominees.

e) Past Chairs. The immediate past chair serves as a director.  Three other past chairs to represent the advisory board on the board of directors will be annually nominated by the governance committee and approved by the board. 

f) Advisory Director.  As needed and upon request, the chair of the board recommends to the governance committee a candidate to serve as advisory director.  If approved, the governance committee will recommend the candidate to the board of directors for election.  The advisory director acts as a subject matter expert to provide guidance to the board of directors on special projects in the best interest of the Association.  The advisory director serves for a term not to exceed two years and has no right to vote.  A term may begin at any time.  Only one advisory director may serve on the board at any time.

g) Terms. Elected at-large facility or life member directors, regional advisory committee chair directors, manufacturer and supplier committee chair and elected manufacturer and supplier member directors, all serve three-year, staggered terms. The chair, the two vice chairs, and the immediate past chair serve one-year terms, and the treasurer serves a three-year term. The other three past chair directors representing the advisory board serve three-year staggered terms.  The president/CEO serves under the terms of an employment agreement. No director or officer shall serve consecutive terms in the same position unless fulfilling an unexpired term of a vacancy.  If a director or officer shall become unemployed while in office, the director or officer shall have one year from the time of unemployment to find other employment with a member company before vacating the position.   

4.02      Board Authority and Actions. 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.

a) 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. The board of directors receives notice of any regular or special meeting at least twenty (20) business days before the meeting. A director may waive notice of a meeting in writing, including by electronic transmission, either before or after the meeting, or by attending the meeting without objecting to the lack of notice.

b) Quorum.
A simple majority of half the eligible voting members of the board plus one (51%) is required for a quorum. A quorum is required for an official board meeting. The board may not vote or act on any decisions without a quorum present. unless the board gives written consent that is signed by all directors eligible to vote. An 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. 

c) Voting. Each member of the board except for the President and CEO has the right to one vote. 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. Proxy voting is not allowed.

d) 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.

e) Elections.  For all director, officer or other positions subject to election by the board, the board elects individuals from the nominees provided by the governance committee; alternatively, the board may request that the governance committee provide an additional or different nominee for any position subject to board election.

f) Vacancy. If a vacancy occurs in any office or on the board because of death, resignation, or otherwise, the governance committee considers and makes a recommendation to fill that vacancy, subject to approval by the board.  The vacancy is then filled by a majority vote of those entitled to elect a director or officer to the position that is vacant and each director or officer elected to fill a vacancy then serves for the unexpired term.

g) Removal of Director or Officer.  Any director or officer elected by the board of directors may be removed or sanctioned by the board of directors, by a two-thirds vote at a meeting where a quorum is present. Failure to attend three consecutive meetings of the Board without the excuse of the chair automatically results in removal without requiring action, following written notice to the affected director.  A director who is proposed to be removed or sanctioned for another reason aside from unexcused absences 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 vote on removal or sanction. 

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

4.03       Officers. The officers of the Association are the chair, the first vice chair, the second vice chair, the treasurer, and the president/CEO. Except for 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, a director vacates his or her currently held director position, so a new director may be elected in his or her place, and serves in the elected officer position for the applicable term.

c) Duties of the Chair. The chair presides at all meetings of the Association’s membership, board of directors, and executive and finance committee. The chair establishes all committees and task forces. The chair serves as an ex-officio voting member of all committees except the audit committee and the governance 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 a voting member of the board of directors, executive and finance committee, and compensation committee.

e) Duties of the Second Vice Chair. The second vice chair serves as a voting member of the board of directors, executive and finance committee, compensation committee, strategic planning committee, and serves as ex-officio member of select advisory committees.

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. The treasurer serves as chair of the compensation committee.  

g) President and Chief Executive Officer. The board of directors appoints a president and chief executive officer (“president/CEO”) of the Association. 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.   The president/CEO has executive management responsibility for the affairs of the Association and performs the duties assigned by the board of directors. 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.


ARTICLE 5. MANAGEMENT AND FISCAL MATTERS

5.01     The fiscal year of the Association is January 1 to December 31.

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. DISSOLUTION

The board of directors, by a two-thirds vote at a meeting of the board where a quorum is present, may recommend dissolving 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. The board may do so in its discretion for any reason deemed warranting dissolution including, but not limited to, creation of a new or successor organization in the amusement industry, impending insolvency of the Association, or another reason.  Any such dissolution is subject to approval by a vote of the facility and life members consistent with applicable law.

ARTICLE 7. ADOPTION OF RULES AND REGULATIONS; REFERENCES

The board may adopt rules, regulations, and policies to implement these bylaws that are consistent with these bylaws and with the law.

ARTICLE 8. 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 twenty (20) business days before the meeting.

ARTICLE 9. 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.