1. NAME, OFFICE AND PURPOSES OF CORPORATION.
The name of the Corporation is The International Ticketing Association, Inc. ("INTIX").
The principal office of INTIX shall be in the City of New York or such other place as the Board of Directors may, from time to time, determine.
1.3 Purposes. The purpose of INTIX is as follows: To lead the forum for the entertainment ticketing industry.
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2.1 Eligibility. Any person, corporation, association or other organization, whether within or without the United States, engaged in, affiliated with or interested in the admission service industry may become a member of INTIX upon written application and payment of the required membership fee, as hereinafter provided, subject to approval of the Board of Directors of INTIX (the "Board"). INTIX will not discriminate in its membership on the basis of color, creed, gender, age, nationality, disability or sexual preference.
2.2 Categories. There shall be three (3) classes of members of INTIX. Members shall be designated as Vendor, Organizational or Individual Members (hereinafter collectively referred to as "Members").
(a) Vendor Member. Vendor memberships are exclusively for those companies who provide services and products to the ticketing industry.
(b) Organizational Member. An Organizational Member may be any form of entity other than an individual person. Organizational Membership is open to all commercial and nonprofit organizations that facilitate access to events by ticketing. For each membership fee it pays, the Organizational Member shall be entitled to designate a single person within its organization as an Organizational Representative who shall be entitled to notice of, and to participate in, INTIX's activities and to vote on all matters presented to Members. An Organizational Member may change its Organizational Representative(s) upon notice to INTIX. In addition, a person shall automatically cease to be an Organizational Representative when he or she ceases to be employed by the Organizational Member which he or she represents.
(c) Individual Member. An Individual Member shall be an individual person. The rights and privileges of membership shall remain with the Individual Member for the duration of his or her membership regardless of changes in such member's professional affiliations.
(d) Each Membership, regardless of the class, shall entitle the holder of that Membership to one vote. In matters requiring a vote of the INTIX membership, all classes of membership shall vote together. There shall be no matters on which either class of membership would vote separately as a class. Within these three (3) classes of membership, the Board of INTIX may establish different membership fee levels that would entitle members to additional "perks."
(e) The Board of Directors may also establish such other special membership categories as it may, from time to time, determine to be in the best interests of INTIX. Each such additional membership category may be voting or non-voting and have such other rights as the Board may determine.
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3. MEMBERSHIP FEES AND DUES.
3.1 Membership Fees. The Board shall determine from time to time the amount and time for payment of INTIX's membership fees.
3.2 Default of Payment. The membership of a Member who fails to pay membership fees by the date established for payment shall be terminated by the Board
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4. MEETINGS OF MEMBERS.
4.1 Annual Meeting. The annual meeting of Members shall be held at INTIX' annual Winter conference, or if there is no winter conference in any year sometime in the first quarter of the calendar year, to elect directors and transact other business of INTIX and shall be held at a place and time determined by the Board. At the annual meeting, the Board shall present its annual report, prepared in the manner prescribed by Section 519 of the Not-for-Profit Law. Such report shall be filed with INTIX's records and a copy or abstract thereof shall be entered in the minutes of the annual meeting.
4.2 Special Meeting. Special meetings of the Members may be called by resolution of the Board and shall be called by the President or Secretary upon the written request stating the purpose or purposes of the meeting, of a majority of the Board or a majority of the Members. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.
4.3 Place of Meeting. Meetings of the Members may be held in or outside New York State.
4.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting of Members shall be given to each Member except that
(a) it shall not be necessary to give notice to any Member who submits a signed waiver of notice before or after the meeting, and
(b) no notice of an adjourned meeting need be given except when required by law. Each notice of meeting shall be given, personally or by mail, not less than 10 nor more than 50 days before the meeting and shall state the time and place of the meeting, the purposes for which it is called and, unless it is the annual meeting, at whose direction the meeting is called. If mailed, notice shall be considered given when mailed to a Member at the address indicated on INTIX's records. The attendance of any member at a meeting, without protesting before the end of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by him.
4.5 Quorum. The presence in person or by proxy of 100 Members or 20% of all of the Members, whichever number is greater, shall constitute a quorum for the transaction of any business. In the absence of a quorum a majority of those present or, in the absence of all Members, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present any action may be taken which might have been taken at the meeting as originally called.
4.6 Voting; Proxies. Each Member of record shall be entitled to one vote and may attend meetings and vote either in person or by proxy. Action to be taken by vote of the Members, including the election of directors, shall be authorized by a majority of the votes cast at a meeting of Members, except as otherwise provided by law or Section 4.7 of these by-laws. (Directors shall be elected in the manner provided in Section 5.1 of these by-laws.) Voting need not be by ballot unless requested by a Member at the meeting or ordered by the chairperson of the meeting. Every proxy must be signed by the Member or his attorney-in-fact. No proxy shall be valid after 11 months from its date unless it provides otherwise.
4.7 Action by Executive Without a Meeting. Any action of the Members may be taken without a meeting if written consent to the action is signed by all of the Members.
4.8 Determination of Members of Record. The Board may fix, in advance, a date as the record date for the determination of members entitled to notice of and to vote at any meeting of the Members, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action. The record date may not be more than 50 or less than 10 days before the date of meeting, nor more than 50 days before any other action.
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5. BOARD OF DIRECTORS.
5.1 Number, Qualification, Election and Term.
(a) The governance of INTIX shall be vested in, and its affairs governed by, a Board of Directors of at least 10 but not more than 30 directors. The number of directors may be changed (but not below 10 or above 30) by resolution of a majority of the entire Board, but no decrease may shorten the term of any incumbent director. Directors shall be Members and shall be divided into three classes, as nearly equal in size as possible, with each class consisting of at least three directors. All directors will be elected at the annual meeting of Members by a plurality of the votes cast and until the election of their respective successors, as described in paragraph (b) of this Section 5.1. INTIX shall strive to insure that there is representation on the Board of Directors from throughout the world, which reflects the geographical diversity of its Members. To this end it has established a minimum target of 12% as the percentage of its Board of Directors who shall be from outside of North America, such percentage to be subject to change from time to time by the Board of Directors.
(b) At the meeting of Members held for the election of the first such classified board, the directors of the first class (designated Class I) shall be elected for a term expiring at the annual meeting of Members one year thereafter, the directors of the second class (designated Class II) for a term expiring at the annual meeting of Members two years thereafter, the directors of the third class (designated Class III) for a term expiring at the annual meeting of Members three years thereafter and, in each instance, until their respective successors shall be elected and qualified or until their earlier resignation or removal. At each annual meeting of Members held after such classification and election, the successors to the class of directors whose terms shall expire that year shall be elected to hold office for a term of three years and until their respective successor shall be elected and qualified or until their earlier resignation or removal, so that the term of office of one class of directors shall expire each year.
(c) The candidates receiving the highest number of votes on the membership election ballot, which may be cast via mail or electronically, in accordance with Section 5.1(a), will be announced at the annual meeting of Members and will take office at the first meeting of the Directors following such annual meeting of Members.
(d) Starting with directors who are elected to the Board of Directors for a term of service beginning in 2002 and applying to all directors elected thereafter, no person shall serve more than two three-year terms as a member of the Board of Directors, whether or not consecutive. For the avoidance of uncertainty, the first time this provision shall be effective would be in 2008, when it would prevent a person who served from 2002 through 2008 from again serving on the Board of Directors.
(e) Starting with directors who are serving on the Board of Directors in 2011 and applying to all directors elected thereafter, each director will be responsible for either personally donating or raising funds annually at a level to be agreed upon by the Board. These funds must be new cash donations and cannot come from support that INTIX already receives for its programs and conferences. Total payment would be due no later than 30 days prior to the end of the current fiscal year. Said amount must be determined by the Board before the annual board nomination process begins.
5.2 Quorum. At all meetings of the Board of Directors, the quorum necessary for the transaction of business shall consist of either: (a) at least one-third of directors, if the entire Board consists of 15 or fewer directors: or (b) at least five directors plus one additional director for every 10 members if the Board consists of more than 15 members. The vote of a majority of the directors present constituting a quorum shall be the act of the Board, except as otherwise required by law. In the absence of a quorum, the majority of the directors present may adjourn any meeting until a quorum is present.
5.3 Action by Board without a Meeting. Any Board action (or action of any committee thereof) may be taken without a meeting if all members of the Board (or of the committee) consent in writing to the adoption of a resolution authorizing the action.
5.4 Participation by Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.
5.5 Place of Meeting. Meetings of the Board may be held in or outside New York State.
5.6 Annual and Regular Meetings. Annual meetings of the Board, for the election of Treasurer and Secretary and consideration of other matters, shall be held either
(a) without notice immediately after the annual meeting of Members and at the same place, or
(b) as soon as practicable after the annual meeting of Members, on notice as provided in Section 5.8 hereof. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be on the next business day. Directors are expected to attend a minimum of three Board meetings annually.
5.7 Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the President or by a majority of all directors. Only business related to the purposes set forth in the notice of meeting may be transacted at a special meeting.
5.8 Notice of Meeting; Waiver of Notice. Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of Member and at the same place, shall be given to each director by mail at least three days before the meeting, or by personal delivery or notice by telephone, fax or e-mail at least two days before the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting the lack of notice, either before the meeting or when it begins. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.
5.9 Resignation and Removal of Directors.Any director may resign at any time. Any or all of the directors may be removed at any time, either with or without cause, by vote of the Members, and any of the directors may be removed for cause by the Board. A Board member who is absent from Board meetings for more than twenty-five percent (25%) of the total time the Board meets in any year will be subject to review by the Board of Directors and may have his/her Board tenure terminated for cause by a majority vote of the Directors at a meeting at which a quorum is present.
5.10 Vacancies. Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.
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6.1 Nominating Committee. The Nominating Committee shall consist of the Past Chairperson (as described in Section 7.9) as committee chair (or, if such person is unavailable, a member appointed by the Board), and eight additional members who shall be appointed by resolution adopted by a majority of the entire Board. The Nominating Committee shall recommend nominees for election of directors in a report to the Board at least 90 days prior to the annual meeting of Members. The Nominating Committee will endeavor to recommend a slate of at least 1.5 times the number of director positions to be filled (subject to the availability of qualified and willing candidates), for the membership election ballot, taking into account the targeted representation from outside of North America as described in Section 5.1 hereof. Said annual ballot will be provided to all current Members, and said Members are allowed to vote for the number of director positions to be filled.
The Nominating Committee shall also recommend nominees for the election of Chairperson-Elect in a report to the Board at least 120 days prior to the annual meeting of Members. The Nominating Committee will also recommend to the Board a single nominee each for Treasurer and Secretary, and, when necessary, a single nominee for President in accordance with Section 7.2, at least 60 days prior to the annual meeting of Members.
6.2 Other Committees. Committees, task forces, and other ad hoc committees may be established by the Board, to assist in providing services to the Members. Committees are accountable to the Board.
7.1 Number; Security. The executive officers of INTIX shall be the Chairperson of the Board, the President, Chairperson-Elect, Past Chairperson, Secretary and Treasurer. None of these offices may be held by the same person. The Board may require any officer, agent or employee to give security for the faithful performance of his duties. Only Members of INTIX shall be eligible to hold office, and only a person who is or has been a director may hold the office of Chairperson, Chairperson-Elect, or Past Chairperson of the Board. The provisions of Section 5.1(d) do not apply to the duly elected officer positions listed in this section.
7.2 Election; Term of Office. The Treasurer and Secretary shall be elected annually by the Board. The President shall serve a term equal to that contained within his or her employment contract and shall begin their term on the date indicated in their Board-approved employment contract. The Chair-Elect will be elected by the Board within thirty days following receipt of the Nominating Committees recommendations pursuant to section 6.1 of these by-laws and shall assume office at the annual meeting of the Board following the next annual meeting of Members and hold office until the following annual meeting of the Board. The Secretary and Treasurer nominees recommended by the Nominating Committee pursuant to Section 6.1 of these by-laws will be elected at the Annual meeting of the Board following the next Annual meeting of the Members and shall hold office until the next annual meeting of the Board, provided, however, that at such annual meeting of the Board, the then current Chairperson-Elect automatically shall become Chairperson, and the then current Chairperson automatically shall become Past-Chairperson unless otherwise determined by the Board.
7.3 Subordinate Offices. The Board may appoint subordinate officers (including Assistant Secretaries and Assistant Treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.
7.4 Resignation and Removal of Officers. Any officer may resign at any time. Any officer elected or appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause, by a vote of a majority of the Board of Directors present constituting a quorum.
7.5 Vacancies. A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 6.1, 7.2 and 7.3 of these by-laws for the election or appointment to the office.
7.6 The Chairperson of the Board. The Chairperson of the Board shall preside at all meetings of Members, the Board of Directors and the Executive Committee and, with the President, shall set the agendas for such meetings. The Chairperson of the Board shall be a voting member of the Board and shall be an ex-officio non-voting member of all other INTIX committees, other than the Nominating Committee.
7.7 The President. The President shall be the chief operation and executive officer of INTIX. Subject to the control of the Board, the President shall have general supervision over the business affairs of INTIX and such other powers and duties as the Board assigns.
7.8 The Chairperson-Elect of the Board. The Chairperson-Elect of the Board shall be elected by the Board, as defined in section 7.1 of these by-laws, and shall be a voting member of the Board. After a one-year term, the Chairperson-Elect succeeds to the position of Chairperson. Only current or past Directors are eligible to hold the office of Chairperson-Elect.
7.9 The Past Chairperson of the Board. The Past Chairperson of the Board shall be the next succession position for an individual after serving as Chairperson of the Board. The Past Chairperson shall serve as the chair of the Nominating Committee, and shall be a voting member of the Board.
7.10 The Treasurer. The Treasurer shall be INTIX's chief financial officer and shall be in charge of its books and accounts. Subject to the control of the Board, the Treasurer shall have such other powers and duties as the Board or the President may assign. The Treasurer is required to prepare an annual treasurer's report.
7.11 The Secretary. The Secretary shall be the secretary of all meetings of the Board and of the Members, shall be responsible for giving notice of all meetings of Members and of the Board, shall keep the seal and, when authorized by the Board, shall apply it to any instrument requiring it. Subject to the control of the Board, the Secretary shall have such other powers and duties as the Board or the President may assign. In the absence of the Secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.
7.12 Salaries. The Board may fix the officers' salaries, if any, or it may authorize the President to fix the salary of any officer.
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8.1 Seal. The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear INTIX's name and the year and state in which it was incorporated under the Not-for-Profit Corporation Law.
8.2 Fiscal Year. The Board shall determine INTIX's fiscal year.
8.3 Amendments. These by-laws may be amended, repealed or adopted by a majority of either the Members or the entire Board, but any by-law adopted by the Board may be amended or repealed by the Members. If a by-law regulating elections of directors is adopted, amended or repealed by the Board, the notice of the next meeting of Members shall set forth the by-law so amended, repealed or adopted, together with a concise statement of the changes made.
8.4 Dissolution. Upon dissolution, any funds remaining after payment of debts shall be donated to such charitable or cultural organizations as are selected by the Board.
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