The mission of the Outdoor Industry Association is to ensure the growth and success of the outdoor industry.

Membership shall be open to any person, company, or other entity whose interests are in keeping with the purposes of OIA.

The Corporation shall have two classes of membership.

Any business company (corporation, partnership, sole proprietorship, LLC, or LLP) engaged in the human powered outdoor products and services supply chain is eligible to become a Regular Member. Only Regular Members have a right to vote in the management of the Corporation.

Those not qualifying for Regular Membership may be eligible to become an Associate Member. Associate Members do not have a right to vote in the management of the Corporation.

Any person eligible for membership under these bylaws, on making a written application therefore and payment of dues, shall be elected to membership subject to approval of the Board.

Each Regular Member shall have one (1) vote. The Primary Contact of record of each Regular Member is authorized to vote on behalf of his or her Regular Member. A bona fide representative of any Member shall be considered a Regular Member or Associate Member, as appropriate, where these Bylaws require individual participation (such as serving on committees).

A simple majority of those members casting a vote shall be sufficient for the passage of any motion coming before the membership. The quorum shall be ten percent (10%) of the Regular Membership in good standing.

Membership in this Corporation may terminate by voluntary withdrawal or failure to pay dues herein provided. 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 and remains in default, for a period to be established by the Board of Directors, shall immediately upon the expiration of this period cease to be a member.

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 therefore. 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 of Directors authorized to decide that the proposed action 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 may be liable to the corporation for dues, assessments or fees incurred or commitments made prior to expulsion.

(a)  Except as otherwise required by law or provided by these Bylaws, the entire control of OIA and its affairs and property shall be vested in its Board of Directors (Board). Board Members serve a maximum of two consecutive terms, aside from the exceptions specified below. After a one-year absence an individual may be reelected to the Board.

(b)  The Board shall consist of eighteen (18) Voting Board Members, seventeen (17) of which shall reflect the composition of the Regular Membership and one that is appointed by the Board.

(c)  The terms of the Board Members shall be for a period of three (3) years or until their successors have been chosen.

(d)  A Board Member may serve a third consecutive term if he or she is scheduled in the Nominations Committee's succession plan to be nominated to serve as an Officer immediately following Board elections.

(e)  At the completion of a Board Member's term(s) as Chairperson of the Board, he or she will assume the position of Immediate Past Chairperson for one (1) year. If this Board Member's term has expired, the number of Voting Board Members shall increase by one (1) seat to accommodate this position. At the end of the position's term, the additional Voting Board Member seat, if applicable, shall be dissolved.

(f)  The Board may choose to appoint, by majority vote, up to ten (10) Non-voting Board Members. The terms of Non-voting Board Members shall be designated at the time of appointment and may not exceed three (3) years.

Each year, Regular Members shall elect Voting Board Members by ballot. About one-third of the total Voting Board Members shall be elected each year. No person shall be elected to or hold the position of Voting Board Member who is not a bona fide representative of a Regular Member at the time of election or appointment.

(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.

(b)  The positions of Chairperson, two vice-Chairs, Secretary, and Treasurer shall be elected to a one-year term by the Board from among the Voting Board Members. The election of officers shall occur each year following the completion of the annual Board election. Each elected Officer may hold the same position for not more than two (2) consecutive terms.

(c)  The position of Immediate Past Chair shall be created and occupied as described in Section 1 of this Article.

(d)  The Board shall appoint a 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 a vacant position by majority vote.

The Officers shall perform the duties that are usually performed by such officers or duties assigned by the Board. Each Board Member must attend a minimum of two Board Meetings annually and serve on at least one committee.

(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 member of the board of directors of the corporation as well as the entire board elected by the members may be removed by the members with or without cause at a meeting called for and stating that purpose. If a director is elected by a voting group, only that group may participate in a vote to remove that director. A director may only be removed if the number of votes cast to remove would be sufficient to elect the director other than a designated director who may only be removed by a bylaw amendment. Any member of the Board of Directors elected by the Board may be removed with or without cause by a majority of the directors of the Corporation present at a meeting at which a quorum is present except that a director elected by the board to fill a vacancy by the voting members may be removed with cause by the voting members, but not by the board of directors.

In the event a Board Member is unable to serve, the Board may appoint a Member to fill the vacancy and complete the term of the person replaced.

The Board may employ a salaried or contract President, as well as other personnel. Such personnel will perform those duties and official acts on behalf of OIA as determined by the Board. The President shall have authority to employ and terminate staff, enter into routine contracts, disperse funds within set limits, and obtain legal consultation.

The Board may provide, by resolution and with two (2) days notice, the time and place for the holding of regular meetings of the Board without other notice than such resolution.

A simple majority of the Voting Board Members shall constitute a quorum for the transaction of business.

(a)  Any action required by law to be taken at a meeting of the Board of Directors, or any committee thereof, or any other action which may be taken at a meeting of directors, or any committee thereof, may be taken without a meeting if every member of the board in writing either: (i) votes for such action or (ii) votes against such action or abstains from voting and waives the right to demand that a meeting be held. Action is taken only if the affirmative votes for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted. The action shall only be effective if there are writings which describe the action, signed by all directors, received by the corporation and filed with the minutes. Any such writings may be received by electronically transmitted facsimile or other form of wire or wireless communication providing the corporation with a complete copy of the document including a copy of the signature.  Actions taken shall be effective when the last writing necessary to effect the action is received by the corporation unless the writings set forth a different date. Any director who has signed a writing may revoke it by a writing signed, dated and stating the prior vote is revoked. However, such writing must be received by the corporation before the last writing necessary to effect the action is received.  All such actions shall have the same effect as action taken at a meeting.

(b)  Subject to Colorado law, the Executive Committee of the Board shall have the full authority and power to act on behalf of the entire Board between regular board meetings. Where possible, the Executive Committee will present important decisions and actions to the full board at regular board meetings. The Executive Committee must report its actions to the Board at the next regular board meeting.

(a)    All officers and directors of OIA are hereby indemnified from any and all liability including attorney fees and costs incurred in defending any action brought by any party by reasons of the Officer's or Director's responsibilities as an Officer or Director of OIA. The indemnification allowed under this section shall be as expansive as allowed under Colorado law.

(b)  Any Officer or Director requesting indemnification shall have conducted himself or herself in good faith; and shall have reasonably believed in the case of conduct in an official capacity with OIA, that his or her conduct was in OIA's best interests; and in all other cases, that his or her conduct was at least not opposed to the Corporation's best interests; and in the case of any criminal proceeding, the person shall have had no reasonable cause to believe his or her 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 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

A general membership meeting may only be called by one-third (1/3) or more Board Members. These Board Members shall provide written notification to the Chairperson, who shall schedule the meeting to be held at a place and time appropriate to membership attendance.

At each general membership meeting, the Board shall present a report showing the financial status of OIA as of the most recent month-end prior to said meeting.

The Board shall determine the order of business at any general membership meeting.

Meetings of the membership at large shall be announced at least thirty (30) days prior to the meeting. Such announcement shall include an agenda of items to be discussed and/or voted upon at the meeting.

(a)  The amount of dues shall be set by the Board and announced each year.
(b)  In order to be a Regular or Associate Member, dues must be paid. 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.

The Board shall set the fiscal year of OIA.

The funds of OIA 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.

This Corporation shall use its funds only to accomplish the objectives and purposes specified herein.

The Board shall annually appoint a committee of Board Members consisting of not less than four (4) to nominate candidates for Officers and Board Members.

Nominations shall be formally sought and received from the membership. The Nominations Committee shall review the nominations and make recommendations for Board Member seats due to be filled. The Nominations Committee shall make a good faith effort to nominate Board Members that are representative of the Regular Membership. At least half of all available Voting Board Member seats must be contested. Recommendations shall be forwarded to the Secretary or designee for the dissemination to the membership. A vote of the Regular Members shall be conducted and the receipt and tabulation of ballots shall end no sooner than twenty-one (21) days after the mailing of the ballots.

Only nominations made as herein above provided shall be in order.

The Standing Committees shall be Executive, Finance & Operations, one committee for each Specialty Group as described in Article VIII, and others as created by the Chair.

(a)  The Executive Committee shall consist of the Chairperson of the Board, the two Vice-Chairpersons, the Treasurer, and the Secretary. The Chairperson of the Board may also appoint one or more Chairpersons of Standing Committees to serve on the Executive Committee.

(b)  The Chairperson of the Board shall designate the members of each Standing Committee, the committees' duties, and a Chairperson for each Committee.

(c)  Each Board Member shall serve as a member of at least one committee.

(d)  Committee members serve at the pleasure of the Chairperson of the Board. Committee member terms automatically expire upon the expiration of the Board Member's term.

The members of all committees shall be Regular or Associate Members of the Corporation.

(a)  The Board shall have the power to create or dissolve Specialty Groups by two-thirds (2/3) vote of the Board.

(b)  Specialty Groups shall be organized to meet specific needs of a distinct and significant segment of the constituency of OIA.

(c)  The Mission and Objectives of each Specialty Group shall be consistent with the Mission and Objectives of OIA.

(d)  Each Specialty Group shall have its own Advisory Board, which will be a Committee of the Board as described in Article VII.

(e)  Each Specialty Group Chairperson shall receive notice of all Board meetings and shall have the right to attend all such meetings. As necessary, the Specialty Group Chairperson may delegate his or her duties and responsibilities to another Specialty Group Advisory Board member.

(f)  For each Specialty Group, the Secretary shall record a Memorandum of Understanding (MOU), which shall describe any policies or procedures not addressed in this Article. The MOU shall serve to clarify and expand upon this Article, but may not contradict or supercede anything in these Bylaws. The MOU shall be signed by OIA's Chairperson and the Chairperson of the Specialty Group's Advisory Board and shall remain in effect until replaced with a new MOU or the Specialty Group is dissolved. The Board may require a revision of the MOU by majority vote.

(a)  Each Specialty Group may require a membership fee from its members that shall be specifically allocated to the Specialty Group. The OIA Board shall ratify any such fee.

(b)  Each Specialty Group shall have the right to budget for and spend revenues that it receives. Each Specialty Group shall submit its annual budget in accordance with OIA's annual budgeting process. Each Specialty Group's budget will be integrated into OIA's budget and annual plan and will be subject to ratification by the OIA Board.

The rules of procedures at General 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.

The Bylaws and any part thereof may be modified, altered, repealed, amended, abridged, added to, changed, enlarged or diminished by an affirmative vote of two-thirds (2/3) of the members of the Board. Written notification of any changes to the Bylaws must be distributed to the Board at least fifteen (15) days prior to the vote.