CONSTITUTION OF THE OUTDOOR AMUSEMENT BUSINESS ASSOCIATION, INC.
Revised November 2001
ARTICLE I – NAME
The name of the Association shall be Outdoor Amusement Business Association, Inc.
ARTICLE II – PURPOSE
The purpose of this Association shall be:
a. To promote and encourage the development of the carnival industry, consisting of persons and firms engaged in providing family entertainment and outdoor recreation.
b. To provide a center which will bring members together at specified times for exchange of information and programs that promote and benefit the industry.
c. To collect and disseminate information concerning the interests, welfare, statistics and legislation affecting the industry.
d. To promote the welfare of the industry and the public which it serves through continuing education programs, code of ethics, safety compliance and legislative activity through its membership.
e. To undertake such other programs and activities as may, at the discretion of the Board of Directors, be necessary and proper.
ARTICLE III – MEMBERSHIP
Membership in this Association shall be granted, subject to the By-Laws, to those engaged in or associated with the outdoor amusement business.
ARTICLE IV – BOARD OF DIRECTORS
The governing body of this Association shall be a Board of Directors to be constituted as the By-Laws of this Association may provide.
ARTICLE V – OFFICERS
The officers of this Association shall be a Chairman, First Vice Chairman, Second Vice Chairman, Third Vice Chairman, Treasurer, all of whom shall be members of the Board of Directors, and a President, who may or may not be a member of the Board of Directors, as the By-Laws of the Association shall provide.
ARTICLE VI – MEETINGS & QUORUMS
a. Regular annual meetings of the Association shall be held at such times and at such places as outlined in Article IX of the By-Laws.
b. Regular and special meetings of the Board of Directors shall be held at such times and at such places as outlined in Article I of the By-Laws.
c. Fifty (50) or more active members of the Association shall constitute a quorum at the regular meetings of the Association.
d. Fourteen (14) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except for adjournments.
e. Five (5) members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.
ARTICLE VII – AMENDMENTS
The Constitution may be amended at the annual meeting by two-thirds majority of the Board of Directors, a quorum being present, provided that written notice of such Amendment has been given at the previous regular meeting. An Amendment shall become a part of this Constitution if passed by two-thirds of the members present.
BY-LAWS OF THE OUTDOOR AMUSEMENT BUSINESS ASSOCIATION, INC.
ARTICLE I – BOARD OF DIRECTORS
Section 1. 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 $2,000.00, except as otherwise noted in Article I, Section 4.a.
Section 2. 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 Chairmenâs 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.
Section 3.b. 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.
Section 3.c. 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 COMMITTEE. The Executive Committee shall consist of the Chairman, all Vice Chairmen, the Treasurer, the President and the three immediate Past Chairmen. The Executive Committee shall have emergency 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 all extraordinary expenses up to $20,000, the policy to be reviewed annually at the winter Board of Directors meeting.
Section 4.b. TRUSTEES. Any Past Chairman elected in 1998 or thereafter shall be designated a Trustee and shall serve as a member of the Board of Directors for five years, or until such Past Chairman resigns, whichever occurs first.
Any Past Chairman elected before 1998 shall serve as a member of the Board of Directors for life, or until such Past Chairman resigns.
All Past Chairmen, regardless of when elected, shall be awarded free, lifetime individual membership in the OABA.
Section 4.c. EXECUTIVE COMMITTEE VACANCY. Should a vacancy exist on the Executive Committee through death, resignation or ineligibility, then the next junior Past Chairman shall automatically be appointed to the Executive Committee, 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 Chairman 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 daysâ written notice, or forty-eight hours telegraphic 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, in the opinion of the majority of those present, 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.
Section 8. BUDGET. The Board of Directors shall determine the annual budget for the Association.
Section 9. FINANCIAL AUDIT. The Board of Directors shall cause the books and accounts of the Association and its Officers to have a certified audit annually by an independent certified public accountant of recognized responsibility, and shall submit reports of said auditor to the members of the next annual meeting of the Association.
Section 10. REIMBURSEMENT. The Board of Directors, or Executive Committee, is authorized and empowered to provide for the reimbursement of the Directors, Officers and committee members their 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, under extraordinary circumstances, decide by simple majority to vote upon an issue considered an emergency by the Executive Committee 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
Section 1. The CHAIRMAN shall preside at all meetings of the Association and of the Board of Directors, and shall be Chairperson of the Executive Committee, and shall serve as a member ex-officio of all committees, and may appoint a Sergeant-at-Arms. The Chairman must approve all non-budgeted expenditures from $1,000.00 to $2,000.00.
Section 2. The FIRST VICE CHAIRMAN shall be known also as the Chairman-Elect, shall assume the duties of the Chairman during his/her absence or disability, shall be responsible to the Board of Directors for the arrangements and shall be an ex-officio member of all committees.
Section 3. The SECOND VICE CHAIRMAN shall assume the duties of the Chairman during the absence or disability of the Chairman and First Vice Chairman and shall be responsible to the Board of Directors for these duties.
Section 4. The THIRD VICE CHAIRMAN shall assume the duties of the Chairman during the absence or disability of the Chairman, First Vice Chairman and Second Vice Chairman and shall be responsible to the Board of Directors for these duties.
Section 5.a. The PRESIDENT shall serve at the pleasure of the Officers and the Board of Directors and shall be directly accountable to the Chairman in matters relating to the President’s position. The Chairman shall be the Presidentâs immediate supervisor and the Chairman 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.
Section 5.b. 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 Chairman may request. He/she shall be the active officer of the Association under the direction of the Chairman and Board of Directors and Executive Committee. He/she shall direct and execute all advertising and publicity of the Association and sign the name of the Association, together with the Chairman or a Vice Chairman, 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 Chairman. 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 Chairman or Board of Directors or Executive Committee may request from time to time.
Section 6. The TREASURER shall be in responsible charge, under the direction of the Chairman and Board of Directors and Executive Committee, of all funds of the Association. He/she shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Association, and shall deposit all monies to the credit of the Association in such depositories as may be designated by the Board of Directors or Executive Committee. He/she may disburse funds of the Association as may be ordered by the Board of Directors or its authorized committee or agents. He/she shall take proper vouchers of all disbursements and render to the Board of Directors of the Association an account of his/her transactions as Treasurer for the preceding fiscal year, and of the financial condition of the Association at the last regular meeting of the Board of Directors preceding the annual meeting. The Treasurer shall give bond to the Association in such amount as the Board of Directors may require.
Section 7. The SERGEANT-AT-ARMS shall have duties such as are usually prescribed for his/her office, and such other duties as may be prescribed by the Chairman, President or Board of Directors.
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) years and shall be eligible for re-election and is 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 Chairman shall serve for one (1) year. The First Vice Chairman, upon approval by the Board of Directors, shall succeed the Chairman at the termination of the latter’s term of office. Upon approval by the Board of Directors, the Second Vice Chairman shall succeed the First Vice Chairman and the Third Vice Chairman shall succeed the Second Vice Chairman. 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 Chairman, he/she shall be succeeded immediately by the First Vice Chairman; the First Vice Chairman by the Second Vice Chairman; and the Second Vice Chairman by the Third Vice Chairman. If the First Vice Chairman, he/she shall be succeeded immediately by the Second Vice Chairman; and the Second Vice Chairman by the Third Vice Chairman. If either the Second or Third Vice Chairmen, 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 Chairman and Treasurer. The Board of Directors shall also approve the advancement of the First Vice Chairman to Chairman; Second Vice Chairman to First Vice Chairman; and Third Vice Chairman to Second Vice Chairman. 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 Chairman, Vice Chairman or Treasurer, non-members of the Board of Directors shall immediately become Directors for their term of office.
Section 3.b. 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.
Section 4.a. NOMINATING COMMITTEE. Following the election of officers at the annual meeting, the Chairman shall appoint a Nominating Committee. Beginning with the elections occurring in 1996, the Nominating Committee members shall consist of the First Vice Chairman as chair of the Committee, the immediate Past Chairman, two appointed members from the Board of Directors and one member from the general membership.
Section 4.b. 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. 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 and seconded at the time the election is held.
Section 4.c. In addition, the Nominating Committee shall recommend to the Board of Directors for its consideration candidates for the offices of Third Vice Chairman and Treasurer. Nothing herein contained shall prevent qualified active members and/or Directors other than those recommended by the Nominating Committee from being voted upon for offices provided that such nomination is duly made and seconded at the meeting of the Board of Directors at the time the election is held.
ARTICLE IV – APPOINTIVE COMMITTEES
Section 1. The Chairman 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.
Section 2. 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 Presidentâs 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 Chairman and First Vice Chairman. The Chairman and First Vice Chairman shall give a verbal report of the staff reviews to the Board. The Committee shall be made up of the immediate Past Chairman as chair of the Committee, the Chairman, the First Vice Chairman, the Treasurer, and a Board member and Trustee appointed by the Chairman.
Section 2. Membership Services Contribution Program. To implement and oversee the membership services contributions program. The Committee shall be made up of the Second Vice Chairman as chair of the Committee, the President, and a Board Member, Trustee and general member appointed by the Chairman.
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 Budget Committee for financial approval before being submitted to the Board for action. To audit the financial records of the organization prior to the annual meeting. The Committee shall be made up of the Treasurer as chair of the Committee, the First Vice Chairman, the President, and a Board member and Trustee appointed by the Chairman.
Section 4. By-Laws Committee. To ensure the applicability of the organizational By-Laws with the changing role of Association. The Committee shall be made up of the Second Vice Chairman as chair of the Committee, and a Board member and Trustee appointed by the Chairman.
Section 5. Convention Planning Committee. Plan for meetings and conventions of the organization. The Committee shall be made up of the First Vice Chairman as chair of the Committee, the President and two Board members appointed by the Chairman.
Section 6. Long Range Planning Committee. To plan for the growth and future of the Association. The Committee shall be made up of the First Vice Chairman as chair of the Committee, the Second Vice Chairman, the President, the Treasurer, and four members, at least one of whom is a Trustee, appointed by the Chairman.
Section 7. 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 Chairman as chair of the Committee, the President and a Trustee and two Board members appointed by the Chairman. The appointed Board members shall serve staggered two year terms.
Section 8. 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 9. Membership Committee. To ensure that we maintain our current membership and attract new members. The Committee shall be made up of the First Vice Chairman as chair of the Committee, the President, two Board members and one Trustee.
Section 10. Past Chairmen’s Committee. To provide counsel for the Chairman, and to provide two of its Committee members to sit on the Board of Directors with full voting privileges. The immediate Past Chairman shall serve as chair of the Committee. The Past Chairmenâs Board members will be elected for two year terms with the expiration of terms to be staggered.
Section 11. Ways and Means Committee. To determine the procedures or activities required to bring revenue to the Association. The Committee shall be made up of the Third Vice Chairman as chair of the Committee, the Treasurer, one Board member, one Trustee and one general member.
Section 12. 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 carnival industry. The Committee shall be made up of the Third Vice Chairman as chair of the Committee, one Trustee, and two members who shall be appointed by the Chairman.
Section 13. Safety Committee. The Committee shall be made up of a chair appointed by the Chairman and not less than six other members appointed by the Chairman.
ARTICLE VI – MEMBERSHIP
Section 1.a. QUALIFICATIONS FOR MEMBERSHIP. Any individual, partnership, business firm or corporation actively engaged in the carnival industry (i.e., the business of serving fairs, civic celebrations, shopping centers and similar sponsors with portable amusement rides, concessions, side shows and other midway attractions and services); or provide equipment, supplies or services to those engaged in the carnival industry; or is actively engaged in a business or profession associated with either fairs or carnivals. 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.
Section 1.b. ACTIVE MEMBERS: Owners of portable riding devices, or of concession stands, side shows or arcades, or circus producers, sponsors or attractions, and persons employed by them.
Section 1.c. ASSOCIATE MEMBERS: Fairs and fair associations; festivals; manufacturers of rides and other equipment for the carnival 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 carnival or agricultural fair or festival. Associate Members are entitled to all benefits of the Association.
Section 2. Membership in this Association shall be terminated automatically by the transfer of the member’s business or of the control of such business, as it existed at the time the member was approved. 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
Section 1. Every person, partnership, association or corporation desiring any class of membership in this Association shall make application for membership upon forms prescribed by the Board of Directors.
Section 2. All applications for membership shall be approved by the Executive Committee. Upon approval, applications shall be duly presented to the President of the Association for proper execution.
ARTICLE VIII – ANNUAL DUES
Section 1. The annual dues of 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 the current year. All applicants must pay dues at the highest classification for which they are qualified before qualifying for any additional classifications at lower levels of dues payment. All annual fees are due July 1st for the year following and are delinquent ninety days thereafter.
Section 2. No members shall be eligible for any office or committee whose dues are not fully paid for the current year.
Section 3. Any member may retire from membership by giving written notice to that effect to the President and by payment of all dues and fees to the Association due up to the date of resignation.
Section 4. Any member may be expelled from the Association for good cause 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 – MEETINGS OF THE ASSOCIATION
Section 1. Regular annual meetings shall be called by the Chairman. Written notice shall be given at least thirty days before the time of the meeting.
Section 2. Special meetings shall be called by the Chairman upon the request in writing of at least twenty-five percent of the active members or upon the request of a majority of the Board of Directors. Any such request for a special meeting of the Association shall state the object of such meeting. No other business shall be transacted at such meeting save and except that set forth in the request for the meeting. Fifteen daysâ written notice which shall specify the object of the meeting shall be given the members of the Association.
Section 3. Order of Business: 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.
Section 4. 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 fiscal year of the Association is November 1st through October 31st.
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 Committee or to any Officer of the Association, personal notice is not meant unless expressly so stated and given by depositing the name in a Post Office box, properly stamped, addressed to such member, Director or Officer at his/her last known address appearing on the records of the Association, and in case of telegraphic notice by delivering the same to the telegraph company addressed in similar manner and such notice shall be deemed to have been given at the time of such mailing except where notice is given by wire, in which latter case it shall be deemed to be given at the time the same is delivered to the telegraph company.
Section 1. 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.
Section 2. No alteration of the time and place of holding the meetings for election of Directors shall be made within sixty days of said meeting and a notice of such change shall be given to each member twenty days before the meeting.
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
Section 1. The Association shall indemnify and hold harmless its Directors, Trustees, Officers and employees against all expenses, liabilities and attorneys fees reasonably incurred in defense of any claims, disputes, proceedings or other actions to which such Directors, Trustees, Officers or employees may be made a party, provided that such injury or damage arises from or is incidental to the performance of the duties, responsibilities or activities undertaken on behalf of the Association by such persons seeking indemnity.
Section 2. No Director, Trustee, Officer or employee shall be entitled to indemnification or contribution for any expenses, liabilities or attorneys fees incurred for any claim, dispute, proceeding or other action wherein the Director, Trustee, Officer or employee breached a fiduciary duty or engaged in willful misfeasance or malfeasance.
Section 3. 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.