BY-LAWS OF THE OUTDOOR AMUSEMENT BUSINESS ASSOCIATION, INC.
ARTICLE I – Board of Directors
The Board of Directors shall have complete charge and management of the Association and shall be vested with full power and authority to fix the salary or compensation of any Officer, Director, agent or employee, whether elected or appointed, and shall have full power and authority to discharge any Officer or employee of the Association. The Board of Directors must approve all non-budgeted expenditures of more than $20,000, except as otherwise noted in Article I, Section 4.a.
The Board of Directors shall consist of its duly elected members, the five Officers, the six immediate Past Chairmen, and two representatives from the Past Chairmen's Committee.
Section 3.a. The elected members of the Board of Directors shall consist of eleven (11) active members who have major interest in the ownership of portable amusement riding devices and up to eleven (11) active members who earn a major portion of their livelihood in the carnival business, but who neither are carnival owners nor managers.
Beginning with elections held in February 2002, two (2) additional members shall be added to the Board of Directors. One of them will be elected to a one year term and the other elected to a two year term, so that in future elections there are twelve (12) Directors elected annually. These two (2) additional Board members may be a carnival owner, manager, or earn a major portion of their livelihood in the carnival business.
The elected Officers and Directors shall consist of no more than one member of a family nor more than two representatives from a show organization, exclusive of the Trustees.
Section 4.a. EXECUTIVE BOARD
The Executive Board shall consist of the current Chair, all Vice Chairs, the Treasurer, the President and the three immediate Past Chairs. The Executive Committee shall have powers to perform for the Board of Directors during the interim between Board meetings, and to exercise general supervision over the affairs and business of the Association, including the approval of non-budgeted expenses up to $20,000. This policy to be reviewed at the November Board of Directors meeting.
Section 4.b. TRUSTEES
Any Past Chair shall be designated a Trustee and shall continue to serve as a member of the Board of Directors.
a. Any Trustee shall serve as a member of the Board of Directors for life. Any Past Chair looking to retain Board voting privileges is required to maintain the following:
- Apply to retain their voting privilege.
- Remain active within the Amusement Industry and a member in good standing, as described under section III.K.
- Must attend a minimum of two (2) board meetings annually.
- The Board of Directors, by majority vote, may remove the voting privileges of an individual Trustee at any time.
Section 4.c. EXECUTIVE BOARD VACANCY
Should a vacancy exist on the Executive Board through death, resignation or ineligibility, the next immediate past Chair shall automatically be appointed to the Executive Board, until action by the Board of Directors has filled such vacancy.
Section 5. DIRECTORS' MEETING
The Board of Directors shall have a meeting within ten days prior to the annual meeting of the Association. Other meetings may be held at the call of the current Chair or at the request of a majority of the elected members of the Board of Directors. Meetings may be held at the office of the Association, or at such other place as is specified in the call of the meeting. At least ten days' written notice, or forty-eight hours electronic notice, shall be given each Director of the time and place of all meetings.
Section 6. ABSENCES
The absence of any Officer or Director from any meeting of the Board of Directors may be excused, if the reason for the absence is legitimate. Any Officer or Director who misses more than two (2) consecutive meetings without having submitted a legitimate excuse automatically becomes subject to action by the Board of Directors.
Section 7. VACANCIES
In the case of vacancies caused by death, resignation or disqualification of elected members of the Board of Directors, said vacancies may be filled from the active membership of the Association by a vote of the Board of Directors, subject to the conditions set forth in Article I, Section 3. Directors so elected shall hold office until the next annual election of Directors at the meeting of the Association at which time the vacancies shall be filled by a vote of the active members of the Association.
The Treasurer and the President shall develop the annual budget and the Board of Directors shall approve the annual budget for the Association, at the November board meeting.
Section 9. ANNUAL FINANCIAL STATEMENTS
The Association shall prepare annual financial statements, audited by an independent, certified public accountant. At the discretion of the Financial Committee, a review or compilation of the financial statements may be substituted for the audit. These statements shall be submitted to the Board and a report made by the Treasurer to members at the next annual meeting of the Association.
Section 10. REIMBURSEMENT
The Board of Directors, or Executive Board, is authorized and empowered to provide for the reimbursement of the Directors, Officers and committee members reasonable traveling and living expenses while engaged upon the business and affairs of the Association.
Section 11. EMERGENCY VOTING PROCEDURES
In the case of an emergency, the Board of Directors may, decide by simple majority to vote upon an issue considered an emergency by the Executive Board by mail or electronically, provided that the material is sent in the same words to each board member. Action taken in this means shall be verified and made part of the minutes of the next official meeting of the Board.
ARTICLE II - Duties of Officers
The current CHAIR shall preside at all meetings of the Association and of the Board of Directors, and shall be Chair of the Executive Board and shall serve as a member ex-office of all committees. The Chairman must approve all non-budgeted expenditures from $1,000.00 to $2,000.00.
The FIRST VICE CHAIR shall be known also as the Chair-Elect, shall assume the duties of the current Chair during his/her absence or disability, shall be responsible to the Board of Directors for such duties and shall be an ex-office member of all committees. The First Vice Chair oversees the Nominating Committee.
The SECOND VICE CHAIR shall assume the duties of the Chair during the absence or disability of the Chair and First Vice Chair and shall be responsible to the Board of Directors for these duties.
The THIRD VICE CHAIR shall assume the duties of the Chair during the absence or disability of the Chair First Vice Chair and Second Vice Chair and shall be responsible to the Board of Directors for these duties.
The PRESIDENT shall serve at the pleasure of the Board of Directors and shall be directly accountable to the Chair in matters relating to the President's position. The Chair shall be the President's immediate supervisor and the Chair is responsible to ensure that the President carries out the wishes of the Board and the duties established for the President in the Association's By-Laws.
As part of his or her duties, the President shall attend all meetings of the Association, including the Board of Directors and Executive Committee. He/she shall serve as Secretary of all committees without voting privileges. He/she shall have custody of the corporate seal. He/she shall cause proper notices to be given members of the Board of all meetings of Board of Directors and the Executive Committee of the Association, and such other meetings as the Chair may request. He/she shall be the active officer of the Association under the direction of the Chair, Board of Directors and Executive Board. He/she shall direct and execute all advertising and publicity of the Association and sign the name of the Association, together with the Chair or a Vice Chair, to all contracts and other documents of the Association. The President shall give a bond to the Association in such amount as the Board of Directors may require. He/she shall be paid for his/her services in such sum as the Board of Directors may designate. He/she shall furnish an itemized monthly report of all expenditures to the Chair, for approval. He/she shall make an annual report to the Board of Directors prior to the annual meeting of the Association, showing the conditions of affairs of the Association, and make such other reports as the Chair or Board of Directors or Executive Board may request from time to time.
The TREASURER shall oversee all financial activities of the Association. He/she will oversee Association employee(s), who oversee accounting and finances to arrange for payment of authorized bills and oversee full and accurate accounts of all income and disbursements. He/she shall review financial statements on a monthly basis, and provide reports to the Executive Board. The Treasurer will report the financial condition of the Association at each Board and the Annual Meeting of members.
ARTICLE III - ELECTION OF DIRECTORS, OFFICERS, AND NOMINATING COMMITTEE
Section 1.a. TERMS OF OFFICE.
Each elected Director shall serve a term of two (2) consecutive years and shall be eligible for re-election for a maximum of five-consecutive terms. Any Director serving five consecutive terms is ineligible for re-election at the close of the fifth term. A Director serving five consecutive terms must wait two years following the end of the fifth term before seeking re-election. This five-term cycle may continue indefinitely.
Section l.b. The Chair shall serve for one (1) year
The First Vice Chair, upon approval by the Board of Directors, shall succeed the Chair at the termination of the latter's term of office. Upon approval by the Board of Directors, the Second Vice Chair shall succeed the First Vice Chair and the Third Vice Chair shall succeed the Second Vice Chair. The Treasurer shall serve for one (1) year and is eligible for re-election. In the event of the death or retirement of an officer during his/her term of office, the following procedure, upon approval by the Board of Directors, shall be followed: If the Chair, he/she shall be succeeded immediately by the First Vice Chair; the First Vice Chair by the Second Vice Chair; and the Second Vice Chair by the Third Vice Chair. If the First Vice Chair, he/she shall be succeeded immediately by the Second Vice Chair; and the Second Vice Chair by the Third Vice Chair. If either the Second or Third Vice Chair, the office shall remain vacant until the next election of Officers.
Section 2. ELECTION OF DIRECTORS
At the regular annual meeting of the Association, approximately twelve (12) Directors shall be chosen by a plurality of votes cast by active members of the Association attending the meeting and holding voting privilege.
Section 3.a. ELECTION OF OFFICERS
At its regular annual meeting, the Board of Directors shall elect a Third Vice Chair and Treasurer. The Board of Directors shall also approve the advancement of the First Vice Chair to Chair; Second Vice Chair to First Vice Chair; and Third Vice Chair to Second Vice Chair. The Board of Directors may appoint a President at such times as may be appropriate. The President need not be an elected member of the Board of Directors, nor a member of the Association. Upon election to the offices of Chair, Vice Chair or Treasurer, non-members of the Board of Directors shall immediately become Directors for their term of office.
The newly elected Officers and Directors shall take office immediately following the final Board of Directors meeting held in conjunction with the Association's annual meeting. The immediate Past Chair conducts the Annual Meeting of members immediately following this board meeting.
Section 4.a. NOMINATING COMMITTEE
Following the election of officers at the annual meeting, the Chair shall appoint a Nominating Committee. The Nominating Committee members shall consist of the First Vice Chair as chair of the Committee, the immediate Past Chair, two appointed members from the Board of Directors and one member from the general membership.
The Nominating Committee shall provide the Board of Directors with a list of proposed Board of Directors candidates to be presented to the general membership of the Association to be voted upon at the Association's annual meeting. The slate of candidates shall be approved by the Board of Directors, by confidential vote, prior to the official Annual Meeting. Nothing contained herein shall prevent any qualified member who is eligible for a position on the Board of Director, other than those recommended by the Nominating Committee, from being voted upon for a position as a Director, provided that such member's nomination is duly made at the time the election by the members is held.
In addition, the Nominating Committee shall recommend to the Board of Directors for its consideration candidates for the offices of Third Vice Chair
ARTICLE IV - APPOINTIVE COMMITTEES
The Chair shall have the power to designate such special committees, other than the committees enumerated in the By-Laws, as he/she may deem necessary from time to time to protect and further the interests, purposes, and objects of the Association and its members. Members or chairpersons of the committees need not be Directors.
Such committees shall have such powers as may be delegated to them from time to time by the Board of Directors or the Executive Committee, but shall have no power authority to contract for expenditures or disbursements unless such power is specifically given by the Board of Directors or the Executive Committee. Such committees shall be subject in all their actions to the approval of the Board of Directors or Executive Committee.
ARTICLE V - STANDING COMMITTEES
Section 1. Administrative Review Committee
Prior to the annual meeting, the Committee shall meet with the President to review, evaluate and discuss the President's performance. Following such meeting, the Committee shall submit a written report to the Board of Directors and the President summarizing the Committee's findings. The Committee shall also cause the President to review the Association's staff and submit a written report of such reviews to the Chair and First Vice Chair. The Chair and First Vice Chair shall give a verbal report of the staff reviews to the Board. The Committee shall be made up of the immediate Past Chair as chair of the Committee, the Chair, the First Vice Chair, the Treasurer, and a Board member and Trustee appointed by the Chair.
Section 2. Fundraising Committee.
To determine the procedures or activities required to bring revenue to the Association. To implement and oversee the contribution fund program, Jamborees and other Association like activities. The Committee shall be made up of the Third Vice Chairman as chair of the Committee, the President, and a Board Member, Trustee and general member appointed by the Chair.
Section 3. Finance Committee.
To formulate and oversee the annual budget for the organization and to propose an annual budget for the following year to the Board of Directors for approval. To advise the Board on the feasibility of projects with regard to financial planning. If time permits, all projects should be submitted to the Treasurer for approval before being submitted to the Board for action. The Committee shall be made up of the Treasurer as chair of the Committee, the First Vice Chair, the President, and a Board member and Trustee appointed by the Chair.
Section 4. Convention Planning Committee.
Plan for meetings and conventions of the organization. The Committee shall be made up of the First Vice Chair as chair of the Committee, the President and two Board members appointed by the Chair.
Section 5. Strategic Planning Committee .
To plan for the growth and future of the Association. The Committee shall be made up of the First Vice Chair as chair of the Executive Board and four members, at least one of whom is a Trustee, appointed by the Chair.
Section 6. By-Laws, Policies and Procedures Committee.
To establish, review and revise the Standard Operating Policies and Procedures of the Association on an annual basis. The Committee shall be made up of the Second Vice Chair as chair of the Committee, the President and a Trustee and two Board members appointed by the Chair.
Section 7. OABA-Political Action Committee
To oversee, administer and recommend fund disbursement to the Board of Directors. The Committee shall be made up of the Treasurer as chair of the Committee, the President, one Board member and one Trustee.
Section 8. Membership Committee
To ensure that the Association maintains its current membership, attracts new members and provides members with services and programs pertaining to their interests. The Committee shall be made up of the First Vice Chair as chair of the Committee, the President, two Board members and one Trustee, appointed by the chair.
Section 9. Past Chair's Committee.
To provide advice and counsel to the Chair. The immediate Past Chair shall serve as chair of the Committee, with two additional Trustees.
Section 10. Excellence Committee.
To oversee the Circle of Excellence program. Review the auditing criteria on an annual basis and to give recommendations to the board on its progress. The Committee shall be made up of the Second Vice Chair as chair of the Committee, the President and three (3) Board members. The Committee shall provide Quality Assessment Guidelines for third-party, independent auditors to review a member's business operations to generally accepted industry practices and to enhance the public's perception, thus raising the standards of operation in the mobile amusement industry. Recognition of high scores on the Quality Assessment Audit will be rewarded with the OABA's Circle of Excellence designation, for a period of time, until re-audit. The Committee shall be made up of a chair, board members and independent auditors, appointed by the Chair.
Section 11. Grievance Committee
To provide a forum for complaints and dispute resolution regarding matters including a member's protest of another member's business actions that may harm the welfare of the mobile amusement industry. The Committee shall be made up of the Third Vice Chair as chair of the Committee, one Trustee, and two Directors who shall be appointed by the Chair. If the member is not satisfied with the decision of the Committee, he/she may appeal to the Board with notice of such appeal made in writing to the President or the Chair.
Section 12. Education and Safety Committee
To provide education materials for members with regards to safe practices for employees and guests. To educate the media and guests with regards to amusement ride and attraction safety practices, ASTM standards, and industry safety statistics. To provide scholarships for industry safety seminars and certification programs, such as NAARSO and AIMS, etc. The Chair shall appoint the Committee chair(s) and members of this Committee.
Section 13. Performance Review Committee
The Committee shall oversee the Performance Review of all Directors. They will only report their results to the Chair of the Nominating Committee. The Committee shall be made up of the Immediate Past Chair and two (2) Trustees appointed by the Chair.
Section 14. Hall of Fame and Historical Committee
To acknowledge personal, extraordinary achievement in the mobile amusement industry of OABA board members and others with induction in the Hall of Fame or recognition as a Pioneer in the industry; those who have paved a clear and distinct trail of products and services in the industry. The Chair shall appoint a Committee chair and its members.
Section 15. Government Relations Committee
To identify, monitor and develop legal and legislative initiatives; to identify and review regulations and ordinances that affect a member's business; and develop both state and federal a lobbying strategy to protect this industry's business interests, such as seasonal staff involved with the federal government's H-2B, visa program, amusement ride regulations, transportation issues, Circus industry issues, and general business interests pertaining to the mobile amusement industry. The Chair shall appoint a Committee chair and its members.
Section 16. Circus Committee
The Chair shall appoint a chair of this Committee who has an active interest in the circus industry, animal exhibitors, exotic animal welfare and husbandry, performers and seasonal labor issues, such as the federal government's H-2B visa and other related visa programs. Committee members shall include, lobbyists, public relations consultant and others who are circus producers, animal exhibitors and fans of the Circus industry, recommended by the Committee chair.
ARTICLE VI - MEMBERSHIP
Section 1.a. QUALIFICATIONS FOR MEMBERSHIP
Any individual, partnership, business firm or corporation actively engaged in the mobile amusement industry (i.e., the business of serving fairs, civic celebrations, charitable fundraisers and similar sponsors with portable amusement rides, concessions, side shows, circuses and other amusement attractions and services); or provide equipment, supplies or services to those engaged in the mobile amusement industry; or is actively engaged in a business or profession associated with either fairs, carnivals, or circuses. Prospective members must be able to demonstrate a willingness to support the programs and activities of the Association and to abide by its Code of Ethics. To be eligible for voting privileges, the member must be a member in good standing for the current dues years.
Section 1.b. ACTIVE MEMBERS
Owners and employees that are active in, but not limited to, portable amusement rides, concession stands, side shows, circuses and other related amusement attraction entities.
Section 1.c. ASSOCIATE MEMBERS
Fairs and fair associations; festivals; manufacturers of rides and other equipment for the mobile amusement industry; suppliers of goods and services to the carnival/circus industry; talent representatives, show producers and booking agents; and any other individuals and business firms who clearly are associated with either the mobile amusement industry or agricultural fair, or festival, or special event. Associate Members are entitled to all benefits of the Association.
Membership in the Association shall be terminated automatically in the event a member's business or control of such business, as it existed at the time of the application, has changed. On application, such membership may, however, be transferred to the new owner without payment of additional dues for the current year if the applicant in the judgment of the Board of Directors meets the qualifications for membership in the Association herein prescribed.
ARTICLE VII - APPLICATION FOR MEMBERSHIP
Every person, partnership, association or corporation desiring any class of membership in this Association shall make application for membership in the appropriate member's business category, upon Membership Application forms prescribed by the Board of Directors.
All applications for membership shall be approved by the OABA office. Upon approval, members shall receive all Association benefits and services.
ARTICLE VIII - ANNUAL DUES
The annual dues and the various classes of membership shall be determined by the Association's Board of Directors, shall be clearly indicated upon the membership application, shall be payable annually in advance immediately upon filing application for membership and shall cover a period of twelve months. All applicants' dues are set at the highest classification for which they are qualified. All annual fees are due in twelve months for the year following and are delinquent ninety days thereafter.
No members shall be eligible for any office or committee whose dues are not fully paid for the current year.
Any member may be expelled from the Association by vote of two-thirds of the Board of Directors present and voting at any properly called meeting of the elected Board of Directors at which a quorum is present, provided that the member has been notified in advance of such meeting, and has been given the opportunity to be heard at such meeting with respect to the grounds for his/her proposed expulsion.
ARTICLE IX- MEETING OF THE ASSOCIATION
Regular Annual Meetings of the Association shall be called by the Chair. Written notice shall be given at least thirty days prior to the time of such meeting.
Regular meetings of the Board shall be called by the Chair. Any request for a special meeting of the Board shall state the matters to be considered. No other business shall be transacted at such special meeting save and except that set forth in the request for the meeting. Fifteen days' written notice, which shall specify the reasons of meeting shall be given to Board members.
Order of Business may include: Roll Call. Reading of Minutes of previous meeting, receiving of communications, reports of Officers, reports of standing committees, election of Board of Directors, reports of special committees, unfinished business and any new business.
Parliamentary Authority: Roberts Rules of Order shall be authority of all meetings for any points not covered in these By-Laws.
All papers and drawings presented before the Association shall become the property of the Association, and the Association shall have the sole right to publish and distribute them without legal action or redress from those presenting them.
The Association, for purposes of financial records, audit and all revenue generating programs is based on the calendar year, January 1 through December 31, each year.
Whenever notice is required by statute or by these By-Laws to be given to the members, or to the Directors, or to the Executive Board of the Association, personal notice is not meant unless expressly so stated and made by depositing U.S. Post Office, properly stamped, addressed to such member, Director or Officer at his/her last known address appearing on the records of the Association. In the case of electronic mailing, such as e-mail, such notice shall be deemed to have been given at the date and time of such e-mailing.
The Board of Directors by the affirmative vote of two-thirds of those present may alter or amend these By-Laws at any regular meeting of the Board, provided there is a quorum and that notice of the proposed alteration or amendment has been given to each Director.
ARTICLE XIV - DISTRIBUTION OF ASSETS ON DISSOLUTION
In the event that the Association shall be dissolved, its net assets remaining shall be distributed to such other organization or organizations having the same or similar purposes as the Board of Directors shall determine, subject to ratification by the active members. No active member shall have any right or interest in or to the property or assets of the Association.
ARTICLE XV - INDEMNIFICATION
The Association shall indemnify, defend, and hold harmless its present and former Directors, Trustees, Officers and employees against any and all claims, suits, expenses (including reasonable attorneys' fees), and liabilities arising from and/or related to the performance by said present and former Directors, Trustees, Officers and employees of the duties, responsibilities and/or activities undertaken within the scope of their respective official positions and/or employment on behalf of the Association.
No present or former Director, Trustee, Officer or employee shall be indemnified, defended, or held harmless for any claims, suits, expenses (including reasonable attorneys' fees), or liabilities where it is alleged that the present or former Director, Trustee, Officer or employee breached a fiduciary duty owed to the Association, exceeded the scope of his/her actual authority, acted outside the scope of his/her employment, or engaged in reckless and/or criminal activity.
The Association shall, at all times, maintain Directors & Officers Insurance and Commercial General Liability Insurance, which insurance shall provide coverage for the provisions set forth in Article XV, Sections 1 - 3. Said insurance shall be maintained with insurers who have an A.M. Best rating of at least A-7. The Directors and Officers Insurance shall have minimum limits of not less than $1 million and the Commercial General Liability Insurance shall have minimum limits of not less than $1 million.
Nothing in these paragraphs regarding indemnity shall be construed as a waiver or limitation of any rights of indemnity arising under Minnesota Statute § 317A.521.