ABOUT AIMS
 

ABOUT AIMS INTERNATIONAL

THE BY-LAWS OF AIMS INTERNATIONAL
ARTICLE I - NAME AND LEGAL IDENTITY
 

Section 1. Name. The name of the Association shall be Amusement Industry Manufacturers and Suppliers, International. (hereinafter referred to as AIMS or Association).

Section 2. Legal Identity. AIMS is organized exclusively as a Trade Association, not organized for profit, within the meaning of Section 501 (c)(6) of the Internal Revenue Code of 1986, as amended. No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its members, trustees, Officers or other private persons; except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

 
ARTICLE II - PURPOSE
 

Section 1. 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.

Section 2. 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.

Section 3.To promote friendly relations and mutual confidence among its members.

Section 4. To serve our membership by promoting safety through education and industry cooperation by providing opportunity for the exchange of experiences and opinions through discussion, publications and networking events.

Section 5. To promote high ethical standards, quality products and services to foster the continual improvement of the amusement industry.

Section 6. To cooperate with allied interest industry groups in the common endeavor to advance safety in the amusement industry.

Section 7. To cooperate in the development and implementation of laws and regulation affecting the amusement industry.

 
ARTICLE III - MEMBERSHIP
 

Section 1. Qualification 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.

Section 1.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.

Section 1.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 unless serving as an elected member of the Board of Directors and may not hold a position on the Executive Committee.

Section 2. Termination and Transfer. 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 IV - 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 V - 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. Retirement. 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. Expulsion. 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.

Section 5. Reinstatement. A former member desiring a continuous member record may be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying current year’s dues.

 
ARTICLE VI - 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 2. Board of Directors. The Board of Directors shall consist of its duly elected Directors, which includes the four Officers and the immediate past President.

Section 2.a. The Board of Directors shall consist of up to fifteen (15) Directors which shall be made up of active members who earn the major portion of their livelihood by manufacturing, selling or distributing goods or services to the amusement industry and up to three (3) members at-large who do not qualify as active members of whom at least one (1) is an Operator.

Section 3. Elected Officers. The elected Officers shall consist of not more than one (1) member of a family nor more than one (1) representative or employee of the same organization. Directors shall consist of not more than two (2) family members nor more than two (2) representatives from one organization member.

Section 4. Executive Committee. The Executive Committee shall consist of the President, both Vice Presidents, the Treasurer, and the immediate past President. 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.a. Remaining Term. Where a past President had been elected to a three 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.

Section 4.b. Executive Committee Vacancy. Should a vacancy exist on the Executive Committee through death, resignation, ineligibility or inability to perform his/her duties as determined by the Board of Directors, there will an automatic succession of the Executive Committee. The Executive Committeeshall appoint an active member to the open position to fulfill that term.

Section 5. Executive Director. The Executive Director shall attend all meetings of the Association, including the Board of Directors, and the Executive Committee as directed by the 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 or Executive Committee. He/she shall 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. He/she shall direct and execute all advertising and publicity for the good of the Association and sign the name of the Association, together with the President or a Vice President, to all contracts as directed by the Executive Committee. He/she shall be paid for his/her services in such sum as the Board of Directors may designate. 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. He/she shall act as Secretary at the Annual Meeting.

Section 5.a. Executive Director Absence. If the Association does not have an Executive Director, the duties of the Executive Director shall be assigned at the discretion of the Executive Committee.

Section 6. Directors Meetings. The Board of Directors shall meet within the 10 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 Directors 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. A written notice, shall be provided each Director of the time and place of all meetings.

Section 7. 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 consecutive meetings without having submitted a legitimate excuse automatically becomes subject to expulsion action by the Board of Directors.

Section 8. Vacancies. Vacancies caused by death, resignation, or disqualification of elected Directors 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 9. 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 VII - DUTIES OF THE OFFICERS
 

Section 1.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.

Section 2. President. The President shall preside at all meetings of the Association and the Board of Directors, shall be Chairperson of the Executive Committee, and shall be an ex-officio member of all committees.

Section 3. First Vice President. The First Vice President shall be known also as the President-Elect, shall assume the duties of the President during his/her absence, shall chair the strategic planning committee, and shall be an ex-officio member of all committees.

Section 4. Second Vice President. The Second Vice President shall assume the duties of the President during the absence of the President and First Vice President, shall chair the finance and nominating committees, and be responsible to the Board of Directors for these duties.

Section 5. Treasurer. The Treasurer shall be responsible, under the direction of the President and Board of Directors, for all funds of the Association. The Treasurer shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Association. He/she shall disburse all funds of the Association as may be directed by the Board of Directors or its authorized committee or agents. The Treasurer 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. The Treasurer shall take proper vouchers of all disbursements and render to the Board of Directors of the Association an account of the 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.

Section 6. Immediate Past President. The Immediate Past President shall serve as advisor to the President and other Officers and may participate in discussions and votes of the Board of Directors.

 
ARTICLE VIII - 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 years and shall be eligible for re-election. Any time period of a full term not completed by a Board member who is elected to serve as an Officer shall be completed once the term of the office has been completed. The President shall serve for one year term. This term may be extended one year by recommendation of the Nominating Committee and approved by the Board of Directors. After which time he/she shall continue to serve on the Executive Committee as a voting member in the capacity as the Immediate Past President . 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 year and is eligible for re-election.

Section 1.a. Office Vacancy Succession. In the event of the death or resignation of an Officer during his/her term of office, the following procedure 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.

Section 2. Election of Directors. At the regular annual meeting of the Association, as close to one-third 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.

Section 3. Election of Officers. At its regular annual meeting and upon the expiration of the existing President’s term, the Board of Directors shall 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 will also elect a Second Vice President and Treasurer. The Board of Directors shall also elect an Executive Director, who need not be an elected member of the Board of Directors, or 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.

Section 4. Start of Term. The newly elected Officers and Directors shall take office on April 1 following the Association's annual meeting.

Section 5. Nominating Committee. Following the election of Officers at the annual meeting, the Second Vice President shall chair the Nominating Committee. The Chairperson shall appoint three members to the committee, two of whom shall be Directors and one of whom 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 members to be voted upon for the position as a Director of the Association. Nothing contained herein shall prevent Active 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 IX - STANDING COMMITTEES
 

Section 1. The Standing Committees of this organization shall include the following:

a. Finance
b. Nominating
c. Membership and Marketing
d. Strategic Planning
e. Education

 
ARTICLE X - 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 XI - MEETINGS AND QUORUMS
 

Section 1. Annual Meetings. Regular annual meetings shall be called by the President. Written notice shall be provided at least 30 days before the time of the meeting.

Section 2. Special Meetings. Special meetings shall be called by the President upon the request in writing of at least 25 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.

Section 5. Active Member Meeting Quorum. Ten percent or more active members of the Association shall constitute a quorum at the regular meetings of the Association.

Section 6. Board of Director Meeting Quorum. A majority of Directors of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7. Executive Committee Meeting Quorum. Three members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.

 
ARTICLE XII - DOCUMENT OWNERSHIP
  Section 1. 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 XIII - FINANCE
 

Section 1. Fiscal Year. The fiscal year of the Association is April 1 through March 31.

Section 2. Budget. The Executive Director shall present an annual budget(s) to the Board of Directors. The Board of Directors shall approve an annual budget.

Section 3. 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 Board of Directors.

Section 4. 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.

 
ARTICLE XIV - NOTIFICATIONS
 

Section 1. 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 XV - AMENDMENTS
  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. 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 20 days before the meeting.
 
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AIMS International • P.O. Box 92366, Nashville, TN 37209 • 714-425-5747