ARTICLE I – Purpose
Section 1 : Mission Statement
The mission of the Outdoor Industry Association (the “Corporation”) is to ensure the growth and success of the outdoor industry.
ARTICLE II – Membership
Section 1 : Qualifications of Membership
Membership shall be open to any person, company, or other entity whose interests are in keeping with the purposes of the Corporation.
Section 2 : Classes of Members
The Corporation shall have two classes of membership.
Section 3 : Regular Members
Any business company (corporation, partnership, sole proprietorship, LLC, or LLP) engaged in the outdoorproducts and services supply chain is eligible to become a Regular Member. Only Regular Members have a right to vote in matters submitted to a vote of the members of the Corporation.
Section 4 : Associate Members
Any entity or person not qualifying for Regular Membership may be eligible to become an Associate Member. Associate Members shall not have any voting or other governance rights of any kind, except as may be expressly granted by the Board of Directors (the “Board”).
Section 5 : Election of Members
Any person eligible for membership under these Bylaws, on making a written application therefor and payment of dues, shall be elected to membership upon approval by the Board.
Section 6 : Voting
Each Regular Member shall have one (1) vote, which may be cast either in person or, if so directed by the Board, by written ballot; but votes may not in any case be cast by proxy. Any individual designated as a point of contact by a Regular Member may vote on its behalf. In the event two or more designated contacts vote on behalf of a Regular Member, the Corporation will recognize only the vote cast by the most senior executive of the Regular Member who has voted.
Section 7 : Passage of Vote
Except as otherwise specified in these Bylaws, (a) a simple majority of those Regular Members casting a vote shall be sufficient for the passage of any motion coming before the membership, and (b) the necessary quorum shall be ten percent (10%) of the Regular Membership in good standing.
Section 8 : Duration of Membership and Resignation
Membership in this Corporation may terminate by voluntary withdrawal or failure to pay dues as prescribed by the Board. The right of a Regular Member to vote and all other rights, privileges and interest of a member in or to the Corporation, its rights, privileges and property shall cease on the termination of membership. Any member may, by giving written notice of such intention, withdraw from membership. Any member who fails to pay dues as prescribed by the Board and remains in default, for a period to be established by the Board, shall immediately upon the expiration of such period cease to be a member.
Section 9 : Suspension and Expulsion
No member may be expelled or suspended and no membership may be terminated or suspended except as follows. The member shall be given not less than fifteen days prior written notice of the expulsion, suspension or termination and the reasons therefor. The member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by the Board, as to why the proposed action should not take place. Written notice must be given by first-class or certified mail sent to the last address of the member shown on the Corporation’s records. Any proceeding challenging an expulsion, suspension or termination (including a proceeding in which defective notice is alleged) must be commenced within one year after the effective date of the expulsion, suspension or termination. Any member expelled or suspended will continue to be liable to the Corporation for dues, assessments or fees incurred or commitments made prior to expulsion.
ARTICLE III – Board of Directors
Section 1 : Number, Tenure and Qualifications
(a) Except as otherwise required by law or provided by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board.
(b) The Board shall consist of twelve (12) to eighteen (18) Board members (“Directors”), with the exact number being specified from time to time by the Board. No decrease in the size of the Board shall have the effect of shortening the term of any incumbent Director.
(c) At least two-thirds of the Directors in office at any time shall have been elected by the Regular Members (the “Elected Directors”), or appointed to serve the remainder of the term of an Elected Director whose Board seat has become vacant. The terms of the Elected Directors shall be for a period of three (3) years or until their successors have been elected. The Elected Directors shall be divided into three classes that are as nearly equal in size as practicable, with all Elected Directors within a particular class having terms that expire in the same year, but with the terms of the Elected Directors in any particular class expiring in a year different from the terms of Elected Directors in each of the other two classes. The Board shall have authority to designate the Elected Directors comprising such classes and their respective terms, and may from time to time prescribe terms of less than three (3) years for particular Elected Director nominees if it considers one or more shortened terms to be reasonably necessary to achieve or maintain the required balance of classified terms among the Elected Directors. The Board shall not have authority to achieve or maintain the balance of classified terms by shortening the term of any incumbent Elected Director.
(d) Up to one-third of the Directors in office at any time may be appointed by a majority vote of the incumbent Directors, without the necessity of election by the Regular Members. The terms of Directors appointed by the Board shall be for a period of one to three years as specified by the Board at the time of their appointment.
(e) The Board may appoint a replacement Director to fill a vacancy in a Board seat previously occupied by an Elected Director or appointed Director, in accordance with Section 6 of this Article III. A Director appointed to fill the seat of an Elected Director whose seat has become vacant shall be appointed to the same class of Elected Directors to which the predecessor belonged and shall not count against the one-third limitation of the preceding subsection (d). The term of a Director appointed to fill a vacancy shall not exceed the remainder of the term of the Director whose seat has become vacant.
(f) Directors shall serve a maximum of six (6) consecutive years, except as otherwise recommended by the Nominating & Governance Committee (“NGC”) in order to assure continuity on the Board, accommodate anticipated service as an Officer, or in other exceptional circumstances. An individual who has reached the maximum term of service may be re-elected or re-appointed to the Board after an absence from the Board of at least one year.
(g) The qualifications of the Directors shall be as specified from time to time by the Board, after considering the recommendations of the NGC thereon.
(h) The composition of the Board shall be in compliance with the requirements of this Section 1 no later thanDecember 31, 2016. Prior to that date, the previously elected and appointed Voting and Non-Voting members of the Board shall continue to serve the remainder of their terms, without being in violation of this Section 1, and all actions of the Board as so constituted shall continue to be valid actions of the Corporation. The NGC shall construct a plan for achieving compliance with this Section 1 no later than such date.
Section 2 : Nomination and Election of Directors
(a) The NGC shall establish procedures and criteria for identification, selection and nomination of candidates for election or appointment to the Board, with a view toward maintaining on the Board a depth of experience, skills and diversity, as well as a breadth of perspectives from among the Corporation’s various membership and other constituencies.
(b) With respect to Elected Director seats, the NGC shall annually recommend a slate of Elected Director nominees that is not fewer than the number of Elected Directors whose terms will expire at the next election cycle (unless the Board has determined to reduce the overall size of the Board and of Elected Director seats). The NGC may recommend a slate of nominees for election by the Regular Members that is greater than the number of Elected Director seats that are subject to election, in which case it shall also specify which nominees and seats are recommended to be the subject of contested elections. The Board shall then select some or all of the Elected Director nominees recommended by the NGC to submit for election by the Regular Members, specifying which (if any) of such nominees shall be subject to contested elections and (if so) for which Elected Director seats. The election of Elected Directors by the Regular Members shall be conducted by ballot, which shall list all of the Elected Director nominees selected by the Board, and shall be accompanied by such biographical information as the NGC shall consider appropriate. Receipt and tabulation of ballots shall be concluded on a date to be established by the NGC, which shall in any case be no sooner than twenty-one (21) days after the mailing of the ballots. Neither proxies nor cumulative voting shall be allowed in voting for Elected Directors. Elections shall also be subject to such other procedural requirements as the NGC may specify from time to time. Any Elected Director nominee who is the subject of a contested election shall be elected upon receiving a plurality vote in favor of the nominee’s election. Any Elected Director nominee who is not the subject of a contested election shall be elected only if the number of votes cast “for” the nominee exceeds the number of votes that Regular Members expressly “withhold” from the nominee by marking the “withhold” box that shall be specified on the ballot. In an uncontested election, any nominee who does not receive a greater number of “for” than “withhold” votes will not be elected, and the Elected Director seat for which the nominee was nominated will be considered vacant, subject to being filled in accordance with Section 6 of this Article III. Nominations of candidates for election to the Board may be made only through the foregoing processes of recommendation by the NGC, and selection by the Board for formal nomination to and election by the Regular Members.
(c) The NGC shall also from time to time recommend to the Board one or more nominees for appointment as Directors, and their recommended terms of appointment. The Board may approve the appointment of one or more Directors who have been so recommended by the NGC, and in each such case shall specify the terms for which they shall serve.
Section 3 : Election and Appointment of Officers
(a) Officers shall consist of a Board Chairperson (Chair), two Vice-Chairpersons (Vice-Chairs), a Secretary, a Treasurer, an Immediate Past Chairperson, and a President (the “Officers”).
(b) Each of the Board’s Chairperson and two Vice-Chairpersons shall be appointed to a one-year term by the Board from among the incumbent Directors. The appointment of Officers shall occur each year following the completion of the annual Board election. Each Officer should be willing to hold the same Officer position for two (2) consecutive terms, but appointments to more than two (2) consecutive terms shall be made only upon recommendation of the NGC.
(c) The Immediate Past Chairperson shall hold office on an ex officio basis for one (1) year following the end of his or her term as Chairperson.
(d) The Board shall employ a salaried or contract President, who shall serve at the pleasure of the Board.
(e) The Board shall appoint a qualified person to the remainder of the term of any vacant Officer position by majority vote.
Section 4 : Duties of Officers & Directors
(a) The Officers shall perform the duties that are customarily performed by such officers in other similar non-profit organizations, as well as such duties as may be assigned by the Board.
(b) The President shall have authority to employ and terminate staff, enter into routine contracts, disburse funds within limits specified by the Board, obtain legal consultation, and perform such other functions in the ordinary course as are customarily performed by presidents of similar non-profit organizations.
(c) Each Director should attend a minimum of three Board Meetings annually, and should serve on at least one committee of the Board or governing body of another entity on which the Director is requested by the Board to serve.
Section 5 : Resignation and Removal
(a) The resignation of any Officer or Board Member shall be tendered to the Secretary and shall be effective upon receipt by the Corporation.
(b) Any Director individually or the entire Board may be removed, with or without cause, by a vote of the Regular Members, but only at a special membership meeting called for and stating that purpose, at which a quorum is present; the vote required to approve any such removal shall be a simple majority of those Regular Members voting at such meeting on the proposed removal, provided that the number voting in favor of removal comprises at least one-third (1/3) of the total number of Regular Members then in good standing. Any Director appointed by the Board may also be removed with or without cause upon the affirmative vote of a majority of the other incumbent Directors.
(c) Any Officer appointed by the Board may be removed from office, with or without cause, by the affirmative vote of a majority of all incumbent Directors.
Section 6 : Vacancies
In the event of a vacancy in a Board seat resulting from a resignation or removal of a Director or any other cause, including an increase in the number of Directors, the Board may appoint a Director to fill the vacancy.
Section 7 : Authorized Designees
In addition to the President, the Board may also employ other personnel to perform those duties and official acts on behalf of the Corporation as may be determined by the Board.
Section 8 : Board of Directors Meetings
The Board may provide, by resolution and with at least two (2) days’ notice, the time and place for the holding of regular meetings of the Board without other notice than such resolution. Special meetings of the Board may be called by the Chairperson or by any six (6) or more Directors, by giving at least two (2) days’ advance notice thereof to all Directors.
Section 9 : Quorum, Board Action
A simple majority of the Directors in office shall constitute a quorum for the transaction of business. Except as otherwise specified in these Bylaws, action may be taken by the Board upon the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present.
Section 10 : Board Action Outside Regular Board Meetings
Any action required by law or otherwise permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting of the Board or committee if notice is transmitted in writing to every Director or every member of such committee and each such Director or committee member, within the time period stated in the notice, either (a) votes in writing for such action and transmits the vote to the Corporation, or (b)(i) votes in writing against such action or abstains in writing from voting and transmits such vote or abstention to the Corporation, or fails to respond or vote, and (ii) fails to demand in a writing transmitted to the Corporation that such action not be taken without a meeting. The notice of proposed action without a meeting shall describe the action to be taken and the time by which a Director or committee member must respond, and shall state that failure to respond by the time stated in the notice will have the same effect as abstaining in writing by the time stated in the notice and failing to demand in writing by the time stated in the notice that action not be taken without a meeting. Action shall be taken without a meeting only if at the end of the time stated in the notice (x) the affirmative written votes equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all Directors or committee members were present and voted, and (y) the Corporation has not within the time stated in the notice received a written demand by a Director or committee member that such action not be taken without a meeting. Unless the notice states a different effective date, action taken pursuant to this Section 10 shall be effective at the end of the time stated in the notice. Electronically transmitted votes, abstentions and demands shall be deemed to be in writing for purposes of this Section 10 to the extent permitted under Colorado law.
Section 11 : Indemnification of Officers and Directors
(a) To the maximum extent permitted under Colorado law, all Officers and Directors of the Corporation shall be indemnified from any and all liabilities and expenses (including attorney fees and costs, which shall be advanced to the extent permitted by Colorado law) incurred in connection with any claim or threatened, pending or completed proceeding arising out of the Officer’s or Director’s status, service, actions or inactions as an Officer or Director of the Corporation.
(b) Any Officer or Director requesting indemnification (1) must have conducted himself or herself in good faith, (2) in the case of conduct in an official capacity, must have reasonably believed the conduct was in the Corporation’s best interests, (3) in cases of conduct other than in an official capacity, must have reasonably believed that the conduct was at least not opposed to the Corporation’s best interests, and (4) in the case of any criminal proceeding, must have had no reasonable cause to believe the conduct was unlawful.
(c) A Director’s or Officer’s conduct with respect to an employee benefit plan shall be covered by this section if the Director or Officer reasonably believed his actions to be in the interests of the participants and or beneficiaries of the plan.
(d) A determination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Director did not meet the standard of conduct described in this section.
(e) Indemnification permitted under this Section 11 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.
ARTICLE IV – Membership Meetings
Section 1 : General Membership Meetings
A membership meeting may be called either (a) by a Board resolution approved by or a written request by at least one-third (1/3) of the incumbent Directors, or (b) upon written request of at least one-third (1/3) of the total number of Regular Members in good standing; in the case of a request for a meeting under either clause (a) or (b), such request shall specify the purpose of the meeting and the matters to be voted on, and shall be delivered to the Chairperson, who shall schedule the meeting to be held at a place and time appropriate to accommodate membership attendance. The Corporation need not hold an annual membership meeting in any calendar year in which an annual election of Directors by ballot has been or will be conducted under Article III Section 2 above.
Section 2 : Financial Report
At each membership meeting called by the Board, the Board shall present a report on the financial status of the Corporation as of a recent date prior to the meeting.
Section 3 : Order of Business
The Board shall determine the order of business at any membership meeting called by the Board, and no other items of business shall be in order at any meeting so called. The order of business to be conducted at any membership meeting called by request pursuant to Section 1(a) or (b) above shall be limited to that specified in the request for the meeting, and no other or different business shall be in order at any meeting so called.
Section 4 : Notice of Meetings
Notice of membership meetings shall be given to all members at least thirty (30) days prior to the meeting. Such announcement shall include an agenda and description of items to be discussed and/or voted upon at the meeting.
ARTICLE V – Dues and Finances
Section 1 : Dues
(a) The amount of dues shall be set by the Board and announced each year.
(b) In order to maintain status as a Regular or Associate Member, dues must be paid in the manner and by the due dates established by the Board from time to time. The Board may decide to make additional assessments in order to accomplish specific OIA goals. Payment of additional assessments is not mandatory to maintain Regular or Associate Membership.
Section 2 : Fiscal Year
The Board shall set the fiscal year of the Corporation.
Section 3 : Deposit and Disbursement of Funds
The funds of the Corporation may be placed in a Money Market Fund or other financial instrument as approved by the Finance Committee. Such funds shall be disbursed by the Treasurer or Board designees as prescribed by the Board.
Section 4 : Expenditures
This Corporation shall use its funds only to accomplish the objectives and purposes specified in its Articles of Incorporation and Bylaws.
ARTICLE VI – Committees, Advisory Boards
Section 1 : Standing Committees
The standing committees of the Board shall include (1) the Executive Committee, (2) the Audit & Finance Committee, and (3) the Nominating & Governance Committee (the “Standing Committees”). The Board may also establish committees for other purposes. Each Standing Committee and each other committee of the Board shall perform the functions and have the scope of authority prescribed in a committee charter approved by, and subject to amendment from time to time by, the Board.
Section 2 : Committee Members
(a) The Executive Committee shall consist of the Chairperson of the Board, the two Vice-Chairpersons, and the chairpersons of the two other Standing Committees.
(b) The members of each other Standing Committee (other than the Executive Committee) shall be as appointed by the Board after considering the recommendations of the NGC. The chairperson of each other Standing Committee shall be designated by the Chairperson of the Board from among the committee members appointed by the Board, based on the recommendations of the NGC.
(c) Except as to the Executive Committee, the members of the other Standing Committees and each other committee of the Board shall serve at the pleasure of the Board, shall be subject to re-appointment annually, and shall be subject to removal by the Board at any time.
Section 3 : Advisory Boards
The Board may also from time to time appoint, reconstitute and terminate advisory boards for purposes and durations to be prescribed by the Board. Advisory boards may be composed of Officers, Directors, members (or their representatives) or other individuals having knowledge, experience or expertise in the relevant subject matter. Advisory boards shall exist at the will of the Board, shall have no delegated authority, shall advise solely on matters specifically requested by the Board, and shall have no legal governance role, duties or liabilities.
ARTICLE VII – Rules of Procedure
The rules of procedure at membership meetings, Board meetings, and committee meetings shall be in accordance with Robert’s Revised Rules of Order so far as applicable and when not inconsistent with these Bylaws. The Chairperson may appoint a Parliamentarian to ensure adherence to said Rules of Order.
ARTICLE VIII – Amendments of Bylaws
These Bylaws and any part hereof may be modified, altered, repealed, amended, abridged, added to, changed, enlarged or diminished by an affirmative vote of two‑thirds (2/3) of the incumbent Directors, subject to approval by the Regular Members to the extent required by law. Written notification of any proposed changes to the Bylaws must be distributed to the Board (and to the Regular Members, if their approval is required) at least fifteen (15) days prior to the applicable vote.
OIA Board Approved-January 20, 2015