CONSTITUTION OF THE AMUSEMENT INDUSTRY MANUFACTURERS & SUPPLIERS INTERNATIONAL ARTICLE I - NAME The name of the Association shall be Amusement Industry Manufacturers and Suppliers, International. ARTICLE II - PURPOSE a. The purpose of this not for profit Association is to bring together its members at specified times to promote the interests of the industry and relate matters of importance to the international amusement manufacturers and suppliers of goods or services. b. To provide a center into which information concerning the interests, welfare, statistics and legislation affecting the manufacturers and suppliers of goods or services to the amusement industry may be officially directed and from which matters of importance to the industry may be sent to its members. c. To promote friendly relations and mutual confidence among its members. d. To serve our membership by promoting safety, industry cooperation and education. e. To promote high ethical standards, quality products and services to foster the continual improvement of the amusement industry. ARTICLE III - MEMBERSHIP Membership in this Association shall be granted, subject to the By-Laws, to those engaged in or associated with the manufacturers and suppliers to the amusement industry. 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 President, First Vice President, Second Vice President and Treasurer, all of whom shall be members of the Board of Directors. The four officers and the immediate past President shall constitute the five members of the Executive Committee. 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 XX 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. Ten percent (10%) or more active members of the Association shall constitute a quorum at the regular meetings of the Association. d. A majority of members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. e. Three (3) 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 any scheduled meeting by two-thirds majority of the Board of Directors, where a quorum is present, provided that written notice of such Amendment has been sent by regular mail at least 20 days prior to the meeting. An Amendment shall become a part of this Constitution if passed by two-thirds of the members present. THE BY-LAWS OF THE AMUSEMENT INDUSTRY MANUFACTURERS AND SUPPLIERS, INTERNATIONAL 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. Section 1.a. CHARTER BOARD OF DIRECTORS. Those people appointed to serve on the Charter Board of Directors will hold their positions until the First Annual Meeting, when they will become regular Board of Directors. The Charter Board will elect charter officers, including President, First Vice President, Second Vice President and Treasurer. Any person serving on the Charter Board will not be prohibited from holding future office in the Association. Section 2. The Board of Directors shall consist of its duly elected members, which consists of the four officers, the immediate past President and all Trustees of the Association. Trustees shall consist of all dues paying past Presidents of both this organization and its predecessor, the American Recreational Equipment Association (AREA). Trustees shall not have a vote on the Board of Directors, but shall continue to have the same voting privileges as an Association member. Section 3.a. The members of the Board of Directors shall consist of twenty-four (24) members made up of no less than fifty-one percent (51%) members who have a major interest in manufacturing amusement equipment, supplies or components and made up of not more than forty-nine percent (49%) members who earn the major portion of their livelihood by selling and distributing goods or services to the amusement industry. Section 3.b. The elected officers shall consist of not more than one member of a family nor more than one representative or employee of the same organization, exclusive of the Trustees. Directors shall not consist of more than two family members nor more than two representatives from one organization member, exclusive of the Trustees. Section 4.a. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the President, both Vice Presidents, the Treasurer, and the Immediate Past President. Any Executive Director who is paid for his/her duties beyond reimbursement for expenses shall not have voting power on the Board of Directors. The Executive Committee shall have emergency powers to act 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, this policy is subject to review at the Board of Directors annual meeting. Section 4.b. TRUSTEES. All Past Presidents, after serving their one year term on the Executive Board as an immediate past President, shall be designated as Trustees and shall serve as members of the Board of Directors as non-voting Board members for so long as they are current on association dues or until their resignation. Past Presidents are eligible to be elected to the Board of Directors as voting members and can hold the office of Treasurer. Past Presidents are not entitled hold any other office. Section 4.b.1 Where a past President had been elected to a three (3) year term as a Board of Director prior to the expiration of his tenure as President and there still remains unserved time on that three year term of office as a Board of Director, such past President will be allowed to serve out his time as an active voting Board Member. When that term of office expires, and if not re-elected to the Board, such past President will become a Trustee as set out above. Section 4.c. EXECUTIVE COMMITTEE VACANCY. Should a vacancy exist on the Executive Committee through death, resignation or ineligibility, then the next junior Past President 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 meet within the ten days prior to each annual meeting of the Association. Other optional meetings may be held at the call of the President 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 mailed written notice, or forty-eight hours written notice by telegram or overnight delivery shall be provided each director of the time and place of all meetings. All Director's meetings shall be non-smoking 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 expulsion action by the Board of Directors. Section 7. VACANCIES. Vacancies caused by death, resignation, or disqualification of elected members of the Board of Directors 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 be audited or reviewed annually by an independent certified public accountant, or any other person selected by the Board of Directors without the necessity of a bond, and shall submit copies of said report 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 reimbursement to the Directors, Officers, and Committee members, their reasonable traveling and living expenses while engaged upon the business and affairs of the Association. Section 11. DEFENSE AND INDEMNIFICATION. The Association shall defend and indemnify the Board of Directors and any unpaid Executive Director for actions arising out of activities taken on behalf of the Association. ARTICLE II - DUTIES OF OFFICERS Section 1. The PRESIDENT shall preside at all meetings of the Association and the Board of Directors, shall be Chairperson of the Executive Committee, shall serve as a member ex-officio of all committee, and shall appoint a Sergeant-at-Arms. Section 2. The FIRST VICE PRESIDENT shall be known also as the President-Elect, shall assume the duties of the President 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 PRESIDENT shall assume the duties of the President during the absence or disability of the President and First Vice President, and shall be responsible to the Board of Directors for these duties. Section 4. The EXECUTIVE DIRECTOR shall attend all meetings of the Association, including the Board of Directors and Executive Committee. Any Executive Director who is paid for his/her duties beyond reimbursement for expenses shall not have voting power on the Board of Directors or Executive Committee. He/she shall serve as Secretary of all committees and have custody of the corporate seal, if any. 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 President may direct. He/she shall be under the direction of the President 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 President or a Vice President, to all contracts and other documents of the Association. The Executive Director 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 President. 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 President or Board of Directors or Executive Committee may direct from time to time. He/she shall act as Secretary at the Annual Meeting. Section 5. The TREASURER shall be responsible, under the direction of the President and Board of Directors and Executive Committee, for 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 Association monies to the credit of the Association in such depositories as may be designated by the Board of Directors or Executive Committee. He/she shall disburse all funds of the Association as may be directed by the Board of Directors or its authorized committee or agents. He/she shall grant to the Executive Director such powers to make disbursements and collect and deposit all Association's monies to the credit of the Association as authorized by the Board of Directors or Executive Committee. 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 6. 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 President, Executive Director, or Board of Directors. ARTICLE III - ELECTION OF DIRECTORS, OFFICERS, AND NOMINATING COMMITTEE Section 1. TERMS OF OFFICE. Each Director elected for a full term shall serve a term of three (3) years and shall be eligible for re-election. The President shall serve for one (1) year only, after which he/she shall continue to serve on the Executive Committee as a voting member in the capacity as the Immediate Past President after witch, he/she automatically becomes a non-voting member of the Board of Trustees except as provided in Article I. The First Vice President, upon approval by the Board of Directors, shall succeed the President at the termination of the latter's term of office. The Second Vice President shall succeed the First Vice President. The Treasurer shall serve for one (1) year and is eligible for re-election. In the event of the death or resignation of an officer during his/her term of office, the following procedure, upon approval by the Board of Directors, shall be followed: If the President, he/she shall be succeeded immediately by the First Vice President and the First Vice President by the Second Vice President. If the First Vice President, he/she shall be succeeded immediately by the Second Vice President. If the Second Vice President, the office shall remain vacant until the next election of officers. Section 2. ELECTION OF DIRECTORS. At the regular annual meeting of the Association, as close to one-third (8) of Directors as possible shall be chosen by a plurality of votes cast by Active Members of the Association attending the meeting and holding voting privilege. 2.a. CHARTER BOARD OF DIRECTORS. In order to provide continuity to this organization during its first three years, the Charter Board of Directors shall serve a three year term commencing from the date of the first annual meeting of this Association. 2.b. FIRST ELECTION OF BOARD OF DIRECTORS. Of those 24 director positions which are not occupied by Charter Board of Directors, such positions shall be filled at the first annual meeting of the Association. After the election is conducted, half of these new Board of Director members will be chosen by lot to serve a two year term and the other half will serve a one year term. By this design, after the first annual meeting, approximately one-third of the Director positions will be slated for re-election. Section 3. ELECTION OF OFFICERS. At its regular annual meeting, the Board of Directors shall elect a Second Vice President and Treasurer. The Board of Directors shall also determine if they will approve the advancement of the First Vice President to President and Second Vice President to First Vice President. The Board of Directors shall also elect an Executive Director, who need not be an elected member of the Board of Directors, nor a member of the Association. Upon election to the offices of President, Vice President or Treasurer, any non-Board members of the Board of Directors so filed shall immediately become Directors for their term of office. 3.a. ELECTION OF CHARTER OFFICERS. At its first meeting, the Charter Board of Directors shall elect a President, First Vice President, Second Vice President and Treasurer. This Charter Board will serve through the first annual meeting of the Board of Directors, at which time they will be eligible to retain their positions for one full year. 3.b. TERM LIMITATION OF PRESIDENT. Each and every regular member of this Association shall be eligible to hold positions as a Director or Officer whether or not such position had been previously held in A.R.E.A. No past President of this Association will be eligible to act as an Officer a second time, exclusive of office of Treasurer. Section 4. The newly elected Officers and Directors shall take office immediately following the Board of Directors meeting held in conjunction with the Association's annual meeting. Section 5. NOMINATING COMMITTEE. Following the election of officers at the annual meeting, the President shall appoint a three-member Nominating Committee. Its Chairperson shall be a Director of the Association; the other two members shall be appointed from among the Active Members of the Association. The Nominating Committee shall recommend to the general membership at the annual meeting of the Association a slate of candidates from among the Association's Board Members to be voted upon for the position as a Director of the Association. Nothing contained herein shall prevent Active Board Members other than those recommended by the Nominating Committee from being voted upon for Directors, provided their nomination is duly made and seconded at the time the election is held. In addition, the Nominating Committee shall recommend to the Board of Directors for its consideration candidates for the offices of Second Vice President and Treasurer. Nothing herein contained shall prevent qualified Active Board Members and/or Directors other than those recommended by the Nominating Committee from being voted upon for office provided their nomination is duly made and seconded at the meeting of the Board of Directors at the time the election is held. ARTICLE IV - STANDING COMMITTEES Section 1. The Standing Committees of this organization shall include the following: a. Finance b. Nominating c. Membership and Marketing ARTICLE V - APPOINTIVE COMMITTEES Section 1. The President shall have the power to designate such standing or special committees, other than the Committees hereinbefore provided for, 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 or 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 VI - MEMBERSHIP Section 1. QUALIFICATIONS FOR MEMBERSHIP. Any individual, partnership, business firm or corporation who is actively engaged in manufacturing, supplying or providing goods and services related to the amusement industry as it pertains to amusement parks, carnivals, water parks, go kart centers, family entertainment centers, civic celebrations, shopping centers and similar events involving amusement rides or concessions or who otherwise provide equipment, supplies or services to those engaged in this industry or who is otherwise actively engaged in a business or profession associated with the industry. Respective 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. (A) ACTIVE MEMBERS: Manufacturers or suppliers of goods and services to the industry. Active membership entitles such members to attend meetings and vote for the Board of Directors. Owners and operators of amusement rides and concessions are not eligible for active membership. Additionally, talent representatives, show producers, booking agents and live entertainment providers are not eligible for active membership. (B) ASSOCIATE MEMBERS: Associate members are members who don't otherwise qualify as active members. (i.e. State ride inspectors, park or carnival owners or operators, employees of owners or operators, etc.). Associate members will have those rights and privileges which the association may, from time to time, provide. Associate members shall not have a right to vote or hold office. 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 subject to approval by the Executive Committee. Upon approval, applications shall be duly presented to the Executive Director 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 the 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 April 1st for the year following and are delinquent ninety days thereafter. Section 2. No member shall be eligible for any office or committee unless their dues are fully paid for the current year. Section 3. Any member may retire from membership by giving written notice to that effect to the Executive Director and by payment of all dues and fees to the Association through the fiscal year 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 President. Written notice shall be mailed via regular U.S. Mail at least thirty days before the time of the meeting. Section 2. Special meetings shall be called by the President 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 special meeting save and except that set forth in the request for the meeting. Fifteen days 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 (at annual meeting), 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. ARTICLE X 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. ARTICLE XI The fiscal year of the Association is April 1 through March 31. ARTICLE XII 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 any notice so required shall be deemed to be sufficient if given by depositing the same 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. Where notice is provided by overnight delivery service, such notice is deemed effective at the time of delivery, as reflected in the records of the delivery service. ARTICLE XIV 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. No alteration of the time and place of holding the meetings for election of Director shall be made unless a notice of such change shall be given to each member twenty days before the meeting. AIMS International 3026 South Orange Santa Ana, CA 92707 Phone: 714-425-5747 Fax: 714-276-9666 e-mail AIMS NOTE: "AIMS", otherwise known as the Amusement Industry Manufacturers & Suppliers, International, is a nonprofit organization that represents Amusement Industry Manufacturers and Suppliers world wide. AIMS International does not manufacture or supply products. If you would like product information or materials from one of our members, please contact the member directly.