Article I – NAME
The name of this organization is International Balloon Association Inc. (the Corporation).
Article II – NATURE
The Corporation is a trade association whose members are proprietorships, or corporations (hereafter collectively referred to as the “entities” and individually as the “entity”) which qualify for membership as set forth in Article IV hereof.
Article III – Mission
The purpose of the Corporation is 1) to enhance the economic opportunities of the members 2) to emphasize the significance of balloon distributors in the marketing and distribution chain 3) to promote the balloon industry in general 4) to collect, develop, and disseminate information of economic benefit to members and to conduct activities which promote economic benefits to members 5) to promote education concerning safety and environmental standards and 6) to promote any other activity which is of benefit to the members.
Article IV – MEMBERSHIP
Section 1. Categories of Members. The Corporation shall have five categories of members: Regular, Associate, *Associate Corporate, *Alumni, and *Honorary.
*Categories added by vote of General Membership, September 17, 2005.
(a) Regular Members. (Committee member, Board member, 1 vote per Member Company)
Regular Members shall consist of:
1) Distributors/Wholesalers of balloons and party goods who buy direct from at least two manufacturers and sell to any retail outlets, decorators, twisters, or event planners.
2) Balloon, Balloon Accessories, or Party Goods Manufacturers.
3) Support Services or Corporations, organizations, or individuals who provide services to the balloon and/or party industries.
Regular Members shall have the privileges of serving on committees, hold office as Board Members, and have one vote per Member Company. Regular Members will also receive a directory listing on the IBA Web site with links to their site, and receive mailings and email newsletters that pertain to their particular areas of interest. Regular Members will be able to submit news about their company on the IBA Web site and will be eligible to receive all other Benefits of Membership. A list of full benefits can be found on the IBA Web site.
(b) Associate Members (Committee member, Board member)
Associate Members shall consist of:
1) Retail Balloon or Party Stores
2) Balloon Decorator Professionals
3) Balloon Twisters/Entertainers
4) Key individuals in good standing from related industries that have been asked to serve on a committee or on the IBA Advisory Council.
Associate Members shall have the privilege of serving on committees and on the Board of Directors. Associate Members will receive a directory listing on the IBA Web site with links to their site, and receive mailings and e-mail newsletters that pertain to their particular areas of interest. Associate Members will be able to submit news about their company on the IBA Web site and will be eligible to receive all other Benefits of Membership. A list of full benefits can be found on the IBA Web site.
Associate Corporate Members (Committee member)
Associate Corporate Members shall consist of Sales Representatives or full-time staff members of active Member Companies who are not the primary contact but wish to have their own directory listing, and serve on committees.
Alumni Members
Alumni Members shall consist of individuals who have retired from the balloon and party goods industry or are Historical icons in the balloon industry.
Alumni Members shall receive their own directory listing, and mailings and email newsletters.
Honorary Members
Honorary Members are deceased members of the balloon and party goods industry who will be listed on the IBA Web site honoring their memory and contributions to the industry.
Section 2. Approval Procedure. Upon completion and submission of a formal application by the entity as hereinafter provided, and approval of such application by the Board of Directors of the Corporation in accordance with Article IX hereof, and subsequent payment of applicable dues, the applicant shall be accepted for membership in the Corporation. If the Board of Directors shall disapprove an application for membership, it shall communicate such disapproval promptly in writing to the applicant. The Board of Directors may, as a condition of approval, require an application to submit information in addition to or in support of that contained in the application. The judgment of the Board of Directors as to the eligibility of any entity within the standards set forth above shall be final and conclusive.
Section 3. Rights and Privileges. Only Regular members* of the Corporation shall be entitled to hold office in the Corporation and to vote. The Corporation may authorize corporate logotypes for each category of the membership. No member shall use or display any logotype other than as approved for its category of membership by the Board of Directors.
*One Associate Member may be entitled to hold office on the Board of Directors as voted in by General Membership on September 17, 2005.
Article V – MEMBERSHIP MEETINGS
Section 1. Annual Meetings. The annual meeting of the members of the Corporation (which may also be designated as its National Convention), for the election of Officers as provided herein, the consideration of reports, and the transaction of such other matters as may properly be brought before such meeting, shall be held at a time and place designated by the Board of Directors. Upon due notice there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting, in which case and for which purpose the annual meeting shall also be considered as, and shall be, a special meeting. In the event the annual meeting is not held or Officers are not elected thereat, a special meeting may be called and held for that purpose.
Section 2. Special Meetings. Special meetings of the members of the Corporation may be held on any day when called by the President or the Board of Directors. Calls for special meetings shall specify the purpose or purposes thereof, and no business shall be considered at any such meeting other than that specified in the call therefore.
Section 3. Place of Meetings. Special meetings of the members if the Corporation may be held at any place as may be designated in the notice of said meeting.
Section 4. Notice of Meeting and Waiver of Notice.
(a) Notice. Written notice of the time and place, and in case of a special meeting the purpose or purposes for which the meeting is called, shall be given to each member not less than ten (10) days nor more than sixty (60) days before the date fixed for the meeting. Such notices shall be mailed to each member, postage prepaid, at its address as it appears upon the records of the Corporation, and notice shall have been so mailed. If any meeting is adjourned to another time or place, no notice as to such adjourned need be given other than by announcement at the meeting at which an adjournment is taken. No business shall be transacted at any such adjourned meeting except as might have been lawfully transacted at the meeting at which such adjournment was taken.
(b) Waiver. Notice of any meeting may be waived in writing by any member either before or after any meeting of members or by attendance at such meeting without protest prior to the commencement thereof.
Section 5. Voting. One person from each Regular member firm in attendance and voting shall be entitled to cast one vote on each proposal submitted to such meeting, including the election of Officers of the Corporation.
Associate members shall not be entitled to vote. At any meeting at which a quorum is present, all questions and business which may come before the meeting shall be determined by a majority of votes cast, except when a greater proportion is required by law, the Certificate of Incorporation, or the Constitution and Bylaws.
Section 6. Quorum. At any annual or special meeting of the members of the Association, a quorum constitutes the majority of the members present, provided, however, that no action required by law, the Certificate of Incorporation, or this Constitution and Bylaws to be authorized or taken by a specified proportion or number of Regular members may be authorized or taken by a lessor proportion or number. The regular members present in person may adjourn the meeting from time to time without notice other than by announcement at the meeting.
Article VI – DIRECTORS
Section 1. General Powers. The business, power and authority shall be exercised, conducted and controlled by the Board of Directors, except where law, the Certificate of Incorporation or this Constitution and Bylaws require action to be authorized or taken by the Regular members.
Section 2. Number and Composition.* The Board of Directors shall include the President, First Vice President, Second Vice President, Immediate Past President, Executive Director, Treasurer and Regional Directors of the Corporation (hereafter collectively referred to as “Ex Officio Directors”). The President, First Vice President, Second Vice President, Immediate Past President, and Treasurer will be made up of Regular Members. There will be at least four (4) Regional Directors, one (1) of which will be an Associate “At Large” Member.
*Revised number and composition of Directors voted on by General Membership on September 24, 2009.
Section 2.1 Election of Board of Directors.* New board members shall be selected from the slate of candidates proposed by the current Board of Directors at the Annual Meeting with a two-thirds affirmative vote by those members in attendance.
*Voted on by General Membership on September 24, 2009
Section 2.2 Election of Officers.* The Board of Directors shall, at the meeting directly following the conclusion of the Annual Meeting, elect from its number the officers mentioned in Article 6, Section 2.
*Voted on by General Membership on September 24, 2009
Section 3. Regions. Until otherwise determined by the Board of Directors, the Corporation shall have two regions, East and West. The Board of Directors by majority vote thereof, may change the territory covered by, and the boundaries of, each geographical region and may change the number of geographic regions whenever advisable or necessary *to add regions to the U.S. as well as international or foreign regions.
*Voted on by General Membership on September 17, 2005
Section 4. Regional Directors.* The Board of Directors shall, at the meeting directly following the conclusion of the Annual Meeting, elect from its number the officers mentioned in Article 6, Section 2.
*Voted on by General Membership on September 24, 2009
Section 5. Qualification. A Director, other than the Executive director, must be an officer, director, owner, or co-owner of, or an executive employee empowered to act for, an entity which is a Regular or *Associate Member of the Corporation.
*Voted on by General Membership on September 17, 2005
Section 6. Term.* Each Director shall hold office for the two year term for which he or she is elected and until his or her successor is elected and qualifies or until his or her removal from office, or death.
*Voted on by General Membership on September 24, 2009
Section 7. Resignation. A resignation from the Board of Directors shall be determined to take effect immediately upon its being received by any incumbent Officer of the Corporation, other than an Officer who is also the resigning Director; unless some other time is specified therein.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors through death, resignation, or removal of a Director prior to expiration of this term shall be filled by an interim Director, otherwise eligible hereunder, from the Regular membership appointment shall be made by the President (or, if his death, resignation, or removal has created the vacancy, by whichever Officer of the Corporation has succeeded to his functions) with the approval of the Board of Directors. An interim Director so appointed shall serve for the unexpired term created by the vacancy. A successor Director shall then be nominated and elected as provided herein. Successor Directors shall be eligible for election to a full term.
Section 9. Meetings of Directors
(a) Regular Meetings. A regular meeting of the Board of directors shall be held immediately following the adjournment of the Annual Meeting of the members or a special meeting at which Officers are elected. The holding of the regular meeting of the Board of Directors shall constitute notice of such meetings, which may then be held without further notice. Other regular meetings shall be held at such other times and places as may be fixed by the Board of Directors.
(b) Special Meetings. Special meetings of the Board of Directors may be held at any time upon call of the President, or, in case of the President’s absence, death, or disability, the First Vice President, or upon any of four (4) Directors.
(c) Place of Meetings. Any meeting of Directors may be held as may be designated in the Notice of said meeting.
(d) Notice of Meeting and Waiver of Notice. Notice of the time and place of any regular or special meeting of the Board of Directors (other than the regular meeting thereof following the adjournment of the Annual Meeting of the members or following any special meeting of the members at which Directors are elected), shall be given to each Director by personal delivery, fax, telephone, mail, telegram or cablegram at least five (5) days before the meeting. Such notice may, however, be waived in writing by the Director either before or after any such meeting or by attendance at such meeting without protest prior to the commencement thereof.
Section 10. Quorum and Voting. At any meeting of Directors, a majority of the total number of Directors shall constitute a quorum for the transaction of business at such meeting. At any meeting at which a quorum is present, all acts, questions and business which may come before the meeting shall be determined by a majority of votes cast by the Directors then present, unless the vote of a greater number is required by law, the Certificate of Incorporation, or the Constitution and Bylaws. The Executive Director is not a voting member.
Section 11. Committees
(a) Appointment. The President, by and with the direction of the Board of Directors, may from time to time appoint certain of its members to act as a committee or committees in the intervals between meetings of the Board of Directors any may delegate to such committee or committees powers to be exercised under the control and direction of the Board of Directors. Each such committee and each member thereof shall serve at the pleasure of the Board of Directors.
(b) Committee Action. Except as otherwise provided herein and unless otherwise provided by the Board of Directors, a majority of the members of any committee appointed by the Board of Directors pursuant to this Section shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is preset shall be the act of such committee. Action may be taken by any such committee without a meeting by a written waiver signed by all of its members. Any such committee shall prescribe its own rule for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep written record of all action taken in it.
(c) Finance Committee. There shall be a Finance Committee composed of three (3) members which shall include the President, the Secretary/Treasurer and the Executive Director, unless otherwise designated by a majority of the board of directors from time to time. The Finance Committee shall, before each annual meeting of members, cause the books to be audited, the report of such audit to be submitted to the President at least ten (10) days prior to the annual meeting. The finance Committee shall also be responsible for preparing a budget for the ensuing year, and such budget shall be submitted to the Board of Directors for approval prior to the beginning of the fiscal year.
(d) Executive Committee. The Executive Committee shall consist of the President, the First Vice President, the Second Vice President, the Executive Director, the Secretary/Treasurer and the Immediate Past President. The Executive Committee shall be responsible for the executive affairs of the Corporation between regularly scheduled meetings of the Board of Directors, subject to any restrictions on its actions imposed by the Board of directors.
Any three (3) members of the Executive Committee, excluding the Executive Director, shall constitute a quorum for the purpose of transacting business at any meeting thereof.
Section 12. Action of Directors without a Meeting. Any action, which may be taken at a meeting of the Board of Directors, may be taken without a meeting if authorized by a written waiver or waivers signed by all the Directors.
Article VII – OFFICERS
Section 1. Officers. The officers of the Corporation shall be a President, a First Vice President, a Second Vice President, Executive Director, and Secretary/Treasurer. The President, first Vice president, Second Vice President, and Secretary/Treasurer shall be elected for a term of two years by a majority vote of the Regular members at the annual meeting.* The Executive Director shall be appointed by the Board for a period of time agreed upon by both parties and specified in the written contract.
*The Board of Directors shall, at the meeting directly following the conclusion of the Annual Meeting, elect from its number the officers mentioned above. Voted on by the General Membership on September 24, 2009.
Section 2. Term. Officers shall serve until the adjournment of the succeeding annual meeting and thereafter, or until successors shall have been chosen and shall have qualified. Any vacancy occurring prior to the expiration of the term of an Officer as a result of his death, resignation or removal shall be filled by majority action of the Board of Directors. Any interim Officer so elected shall serve the unexpired portion of the term in respect of which the vacancy was created and until his successor shall have been chosen and shall have qualified. Interim Officers shall be eligible for election to a full term of office.
Section 3. Duties.
(a) The President shall preside at all meetings of the Corporation; shall exercise general control and supervision of all corporate business between meetings subject to the approval of the Board of Directors; shall approve all orders directing disbursement of funds authorized by the Corporation or by the Board of Directors; and shall perform such other duties as may be directed by the board of Directors. He shall make an annual report at the Annual Meeting covering the business of the Corporation for the year, and he shall make recommendations for the ensuing year.
(b) The first and Second Vice President shall each assist the President in such areas as the President may from time to time direct. In the absence of the President or in case of his inability to act, as determined by a majority vote of the Board of Directors, the first Vice President shall assume the duties of the President. In the absence of both the President and First Vice President, or the inability of both to act, the Second Vice President shall assume the duties of the President.
(c) The Executive Director shall have charge of and keep a full record of all proceedings at all meetings; render reports of all meetings; render reports of membership regularly to the President and to the Board of Directors; and, under the direction of the President, shall be responsible for all correspondence of the Corporation. The Executive Director shall be charged with the general administration and management of the affairs of the Corporation. To this end it is expected that he shall vigorously implement and pursue all policies, plans and programs instituted by the board of Directors for its further consideration which, in his opinion, may further the interests of the Corporation. Subject to policy established by the Board of Directors, he shall direct the employment of, such members of his staff as may be authorized by the Board of Directors. He shall perform other such duties as may be defined by the Board of Directors. The Executive Director shall receive such compensation for his services as may be determined by the Board of Directors.
(d) The Secretary/Treasurer shall oversee all activities of the Executive Director as directed by the Board of Directors. The Executive Director shall receive and expend, under the direction of the President and the Board of Directors, all monies of the Corporation; and submit an annual financial report. He shall, upon entering this office, post a bond, on behalf of himself and all other Officer authorized to sign checks on behalf of the Corporation, in such amount as the Board of Directors shall determine, the cost thereof to be borne by the Corporation. The funds, books and vouchers for which he is responsible shall at all times be subject and verification by the Board of Directors. He shall, together with the President or First Vice President or Executive Director, sign all checks for the disbursement of monies except in such cases where other may be authorized by the Board of Directors to sign checks in place of the Executive Director.
Article VIII – FINANCE
Section 1. Revenues. The revenues of this Corporation shall be derived from annual membership dues and such other sources as may be approved by the members at the Annual Meeting or by the Board of Directors.
Section 2. Dues. Membership dues shall be due and payable on January 1 of each year, and the amount of such dues for each ensuing year shall be determined by the Board of Directors at the meeting thereof immediately following the Annual Meeting.
Article IX – VOTING
Section 1. Membership Applications. All applicants for Regular and Associate membership must be approved for membership by not less than a majority vote of the Board of Directors.
Section 2. Other. Each Regular member firm is entitled to exercise one vote at meetings at which he is in attendance, and may cast one vote by mail when an issue is considered by mail ballot.
Article X – DISCIPLINE
Section 1. Suspension or Expulsion. Any Regular or Associate member of this Corporation may be suspended or expelled by unanimous vote of the Board of Directors for unethical conduct or for any conduct tending to bring the Corporation disrepute in the balloon industry or in the eyes of the public. Allegations concerning any Regular or Associate member that might lead to suspension or expulsion for unethical conduct or misconduct must be filed in writing with the Executive Director at least thirty (30) days before any meeting at which such allegations are to be heard. The person making them must sign allegations. Allegations may be offered by any member of the Corporation or by third parties. Allegations may also be offered by the Board of Directors or by any of its members. Allegations shall be promptly communicated to the member concerned, who shall receive not less than fifteen (15) days’ notice in writing of any meetings convened to consider the allegations made. At any such meetings the member concerned may appear in person, may be represented by counsel, may offer evidence to rebut or explain the allegations made, and shall be entitled to confront and to cross-examine witnesses introduced in support of the allegations made, but shall not vote. The President and two other Directors designated by him shall sit as a tribunal at any such meeting for the purpose of receiving evidence and testimony, examining witnesses, and making rulings. The tribunal may establish its own rules of evidence and procedure and need not be bound by formal rules of law. The tribunal shall maintain a complete record of any proceedings and shall communicate its findings and recommendations in writing to the Board of Directors as a whole. Such record findings and recommendations shall be made available, on request, to the member firm concerned. On the basis thereof, the Board of Directors shall then decide whether or not to expel or suspend the member concerned and may impose lesser sanctions, if indicated. The decision of the Board of Directors, so made, shall be final and conclusive for all purposes. The duration of any suspension imposed shall rest in the direction of the Board of Directors.
Section 2. Membership Requirements. Any member who shall fail to meet or to continue to meet the criteria for eligibility for membership set forth in Article IV hereof may be suspended or expelled, or reassigned to the appropriate membership category, by unanimous vote of the Board of Directors. The Board of Directors, from time to time, may require members to recertify their eligibility for membership, at which time that member being recertified shall not vote.
Section 3. Nonpayment of Obligations. Any member who shall have failed to pay such dues as are specified for their membership category, or who shall have failed to pay any other valid obligation to the Corporation, for a period of three months after such obligations are due and payable, may be suspended or expelled.
Section 4. Actions Contrary to Trade Show Objectives. International Balloon Association members acknowledge that the Trade Fair is an integral part of the services the Corporation provides its members. Accordingly, any member who shall operate an exhibit outside the Trade Fair in the same city and during the same period it is being conducted, or who shall circumvent the rules concerning personnel eligibility to attend the event, may be expelled or suspended by a vote of the Board of Directors.
Article X1 – TRANSPORTATION AND PER DIEM EXPENSES
Section 1. Treatment of Expenses. Transportation, lodging and other expenses shall be paid or reimbursed by the Corporation as follows: (a) Officers and Directors shall be reimbursed for, or the Corporation shall pay in first instance, a portion of their transportation costs as determined by the Board of Directors, but not exceed transportation costs actually incurred in connection with their attendance at any meeting of the Board of Directors; (b) the President and Executive Director shall be reimbursed for, or the Corporation shall pay in first instance, transportation costs actually incurred in connection with their attendance at any membership meeting or any other meetings of the Corporation; and (c) the Executive Director shall be reimbursed for expenses in connection with his duties on behalf of the Corporation in an amount determined by the Board of Directors. Members, Officers, and Directors of the Corporation shall be responsible for and shall be reimbursed for expenses in connection with his duties on behalf of the Corporation in an amount determined by the Board of Directors. Members, Officers, and Directors of the Corporation shall be responsible for and shall bear the cost of all other transportation and expenses incurred in attending membership meetings, Board of Directors’ meetings, and other meetings of the Corporation, except as otherwise specifically provided for by the Board of Directors.
Article XII – AMENDMENTS
The Constitution and Bylaws of the Corporation may be amended in either of the following ways:
(a) By a majority vote of the Regular members present at the Annual meeting; provided, however, that the proposed amendment or amendments shall have been submitted to the membership by mail not less than ten (10) days prior to any such Annual meeting; or
(b) By a mail ballot of two-thirds of the Regular members responding; provided
however, that the proposed amendment or amendments shall have been submitted
to the membership by mail not less than twenty (20) days prior to the deadline for
return of the mail ballot; and provided, further, that not less than twenty (20) percent
of the dues-paid Regular members of record shall have cast a ballot.