INTERNATIONAL ASSOCIATION OF GAMING ADVISORS
Adopted: March 4, 1995
As Amended: October 1, 2011
Section 1. Any individual involved in the gaming industry may become a Regular Member of the Association upon the filing of the appropriate application, approval by the membership committee and payment of the appropriate membership fee and adherence to all the provisions contained in the Articles of Incorporation, these Bylaws and other rules and regulations of the Association.
Section 2. Suspension or Removal. A member may be suspended for a period or removed "for cause" which, for the purposes herein shall include, without limitation, a determination by a two-thirds vote of the membership of the Association's Board of Trustees ("Board") that sufficient grounds exist for such suspension or removal; provided, however, that a statement setting forth the grounds for removal or suspension shall have been mailed by registered or certified mail to such member at his last recorded address at least fifteen (15) days before final action is taken thereon, and which shall be accompanied by a notice of the time and place of the Board meeting at which such vote shall take place. The member shall be given an opportunity to present a defense at the time and place mentioned in such notice. Notwithstanding the provisions set forth in this Section, a member shall be terminated, after reasonable notice, for non-payment of membership dues as more specifically set forth in Article III below.
The fiscal year of the Association shall begin on the first day of November and end on the last day of October in each year unless otherwise fixed by the Board.
Section 1. Annual Meeting. The Board shall designate the date, time and place of the Annual Meeting of the Members. Proper notice of the meeting will be sent to each member by mail or electronically. Said notice shall state the date, time and location of the meeting and shall be sent no less than ten (10) days before nor more than sixty (60) days prior to the meeting. At the Annual Meeting all business of the Association will be addressed as determined by the Board including the election of Board members and the amount of the annual dues payable to the Association. The annual dues shall be payable in advance annually on a date determined by the Board. There shall be no proration of annual dues.
Section 2. Special Meetings. Special Meetings of the members may be called by a majority of the Board at their discretion, or by at least five percent (5%) of the Regular Members. The demand for a meeting must state the purpose of the meeting, and must be signed, dated and delivered to the President or Treasurer of the Association. Notice of any Special Meeting is to be given in the same manner as for the annual meeting. No business other than that specified in the notice of meeting shall be transacted at any special meeting of the members of the Association.
Section 3. Quorum. Except as otherwise provided by applicable law or the Articles of Incorporation, the presence in person or by proxy of a majority of the members of the Association entitled to vote thereat shall be necessary to constitute a quorum for the transaction of business at a meeting of the members duly called. Whether or not there is a quorum present or represented at any meeting of the members with respect to a particular subject matter, the President of the majority of the Regular Members so present shall have the power to adjourn the meeting for any reason or no reason from time to time.
Section 4. Voting. Each Regular Member shall be entitled to one (1) vote each at any meeting duly called. If the manner of deciding any question has not otherwise been prescribed, it shall be decided by majority vote of the Regular Members entitled to vote and present in person or by proxy when a quorum for such matter is present or represented.
Section 5. Proxies. Every Regular Member of the Association, entitled to vote at any meeting thereof may vote by proxy by the Regular Member of by his or her duly authorized attorney if fact. A proxy shall be in writing and revocable at the pleasure of the member executing it. No such proxy is valid after the expiration of six (6) months from the date of its creation unless coupled with an interest, or unless the member specifies in it the length of time for which it is to continue in force, which may not exceed seven (7) years from the date of its creation. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.
Section 6. Order of Business. The order of business of a meeting of the members shall be determined by the President and it shall be announced at the beginning of each meeting duly called.
Section 1. Number. The property, affairs, activities and concerns of the Association shall be vested in the Board, which shall consist of no more than twenty-five (25) Trustees. Subject to the foregoing, the number of Trustees shall be fixed, and may be increased or decreased from time to time, exclusively by a resolution adopted by a majority of the entire Board then in office. In addition to the number of Trustees as may be determined in accordance with these Bylaws and not to exceed twenty-five (25) Trustees, the Counselors shall appoint two (2) of its members to the Board. The Trustees shall, upon election, immediately enter into the performance of their duties and shall continue in office until their successors shall be duly elected and qualified, except in the event of death, resignation, retirement, disqualification or removal. A Trustee who is also elected an officer shall, upon election, be deemed to have resigned from his position as a Trustee. All officers shall be ex-officio members of the Board during their terms as officers and shall be entitled to vote as a Trustee.
Section 2. Ex-Officio Members. All officers shall be ex-officio members of the Board during their terms as officers. Furthermore, all such officers who serve as the President of the Association shall serve as an ex-officio member of the Board for an additional three (3) fiscal years following his or her term of office as President. All ex-officio Members of the Board as set forth in this section shall be entitled to vote as a Trustee, however, they shall not be counted as part of the maximum number of twenty-five (25) Trustees as set forth in Section 1 of this Article.
Section 3. Qualification, Term and Election of Trustees. A Trustee must be a Regular Member of the Association. The total number of Trustees (including the two Counselors) shall be divided into three groups, with each group containing one-third of the total, as near as can be. At each annual meeting of the members, the successors to the class of Trustees whose terms expire at that meeting shall be elected to hold office for a term of three (3) years until their successors have been duly elected and qualified; provided, however, no Trustee shall serve more than two (2) consecutive three (3) year terms. The Regular Members shall elect all Trustees by the affirmative vote of the majority of the members present in person or by proxy at such meeting. The Trustees may adjust the times and procedures set forth in this Section to properly fulfill the intent of these Bylaws.
Section 4. Duties of Trustees. The Board shall devise and carry into execution all measures as it deems proper and expedient to promote the objectives of the Association and to best protect the interests and welfare of the members.
Section 5. Meetings of the Board. Regular meetings of the Board shall be held at least twice each fiscal year or more often as duly called. Notice of the meeting shall be given by mail or electronically to the last recorded address or email address of each Trustee at least ten (10) days before the time appointed for the meeting. The President may, when he or she deems necessary, or the Secretary shall, at the request in writing of seven (7) members of the Board, issue a call for a special meeting of the Board, and only five (5) days notice shall be required for such special meetings. The Trustees may participate in a meeting of the Board through electronic communications, videoconferencing, teleconferencing or other available technology which allows the Trustees to communicate simultaneously or sequentially. The Trustees may waive such notice either in writing, signed by the person or persons entitled to such notice or by attendance at the meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 6. Quorum. Except as otherwise provided by applicable law or the Articles of Incorporation, a majority of the members of the Board, in person, by electronic communication, video or teleconference or by proxy, shall constitute a quorum for the transaction of business. In the absence of the President and the Vice President, the quorum may choose a chairman for the meeting. If a quorum is not present, a majority of the Trustees present may adjourn the meeting to a later day (without further notice), but not more than ten (10) days later.
Section 7. Voting. Each member of the Board, in person or by proxy, shall be entitled to one (1) vote at any meeting duly called. If the manner of deciding any question has not otherwise been prescribed, it shall be decided by a majority vote of the members of the Board entitled to vote present in person or by proxy.
Section 8. Absence. Should any Trustee fail to attend in person two (2) consecutive regular meetings of the Board without receiving an excused absence by a majority of the Trustees present, such Trustee shall be deemed to have resigned from the Board and his/her seat shall be filled according to the By-Laws.
Section 9. Vacancies. Subject to applicable law and unless the Board otherwise determines, newly created vacancies resulting from an increase in the authorized number of Trustees or any vacancies resulting from death or other incapacity, resignation, retirement, disqualification, removal or otherwise, shall be filled solely by the affirmative vote of a majority vote of the remaining Trustees then in office, even though less than a quorum of the Board, at the next regular or special meeting of the Board. No decrease in the number of the Trustees shall shorten the term of any incumbent Trustee.
Section 10. Removal of Trustees. Any one (1) or more of the Trustees may be removed either with or without cause, at any time, by a vote of two-thirds of the Trustees present at any regular meeting, or at any special meeting of the Board called for that purpose.
Section 1. Number and Organization. The officers of this Association shall be a President, Vice President, Secretary, Treasurer and General Counsel. The officers of the Association shall constitute the Executive Committee of the Association. The Executive Committee shall meet no less than quarterly to review the operating budget, conference budget, and other business of the Association. The Executive Director shall issue quarterly reports to the Executive Committee.
Section 2. Method of Election. The Board shall elect the officers of the Association by the affirmative vote of a majority of the Trustees present at the fall meeting of the Board as follows:
- The Vice President, Secretary and Treasurer shall serve for a term of one (1) year or until his or her earlier death or disqualification or the effective date of his or her resignation or removal.
- After the Vice President has served for one (1) year, then he or she shall automatically become the President for a period of one (1) year or until his or her earlier death or disqualification or the effective date of his or her resignation or removal.
- Election or appointment of an officer shall not of itself create any contractual rights. All officers of the Association shall respectively have the authority and perform such duties in the conduct and management of the Association as may be delegated by the Board or these Bylaws.
Section 3. Duties of Officers. The duties and powers of the officers of this Association shall be as follows:
- President. The President shall preside at the meetings of the Association and the Board and shall be an ex-officio member of all committees except the Nominating Committee, as defined below. He or she shall also, at the annual meeting of the Association and such other times as he or she deems proper, communicate to the Association and or to the Board such matters and make such suggestions as may in his or her opinion tend to promote the prosperity and welfare and increase the usefulness of the Association. The President shall have direct supervisory authority over the Executive Director. The President shall perform such other duties as are necessary incident to the office of the President.
- Vice President. In case of the inability of the President to perform his or her duties, the Vice President shall carry out the duties of President. The Vice President shall also perform such functions as assigned by the President. The Vice President shall make a recommendation (subject to Board Approval) on the location and dates of the annual meeting and conferences for the next year at the Mid-year meeting of the Board. Included in the recommendations will be a preliminary budget. The Vice President shall appoint a General Counsel at the annual meeting commencing his or her term. The General Counsel shall serve for one (1) year or until his or her earlier death or disqualification or the effective date of his or her resignation or removal. The Vice President shall, to the extent practicable, present a final budget for the annual meeting and conference and an operating budget for his or her year as President at the annual meeting commencing his or her Presidency.
- Secretary. It shall be the duty of the Secretary to ensure that the following is accomplished: deliver notice of all meetings of the Association and all committees and keep a record of their proceedings; conduct all correspondence and carry into execution all orders, votes and resolutions not otherwise committed; keep a list of the members of the Association; collect the fees, annual dues, and subscriptions and pay them over to the Treasurer; notify the officers and members of the Association of their election; notify members of their appointment on committees; furnish the chairman of each committee with a copy of the vote under which the committee is appointed, and at his or her request give notice to the meetings of the committee; prepare, under direction of the Board an annual report of transactions and conditions of the Association, and generally devote his or her best effort to forwarding the business and advancing the interests of the Association. In case of absence or disability of the Secretary, the President may appoint an Assistant Secretary to perform the duties of the Secretary. The Secretary shall be the keeper of the Association's seal.
- Treasurer. The Treasurer shall cause to be kept an accounting of all monies received and expended for the use of the Association, and shall cause disbursements to be made only upon vouchers approved in writing by any member of the Executive Committee. No disbursement shall be made without prior approval of the Treasurer. He or she shall cause to be deposited all sums received in a bank, or banks, or trust company approved by the President, and shall make a report at the annual meeting or when called upon by the President. Funds may be drawn in accordance with procedures adopted by the Audit Committee. The funds, books and vouchers shall at all times be under the supervision of the Board and subject to its inspection and control. At the expiration of the Treasurer's term of office, he or she shall deliver over to his or her successor all books, monies and other property, or, in the absence of a Treasurer-elect, to the President. In the case of the absence of disability of the Treasurer, the President may appoint an assistant Treasurer to perform the duties of the Treasurer.
- General Counsel. The General Counsel shall approve all contracts entered into by or for the benefit of the Association. He or she shall also review any requests for complimentary attendance at any Association meeting or for receipt of a stipend by any individual. The General Counsel shall supervise all litigation where the Association is a named party. The General Counsel cannot institute litigation on behalf of the Association without the approval of the Board. The General Counsel shall advise the Executive Committee on legal matters.
Section 4. Limitation on Office. No two (2) offices may be held simultaneously by the same person.
Section 5. Bond of Treasurer. The Treasurer shall, if required by the Board, give to the Association such security for the faithful discharge of his duties as the Board may direct.
Section 6. Vacancies. All vacancies in any office shall be filled by the Board, at a regular meeting, or at a meeting specifically called for that purpose. A person filling any vacancy in any office shall serve for the duration of the term of that office for which the vacating officer would have served if no vacancy had occurred.
Section 7. Compensation of Officers. The officers may receive such salary or compensation as the Board determines.
Section 8. Removal of Officers. Any one (1) or more of the officers may be removed either with or without cause, at any time, by a vote of two-thirds of the Trustees present at any regular meeting, or at a special meeting of the Board called for that purpose. No serving officer shall vote on the removal of a serving officer. Any officer may resign at any time by giving written notice to the Association and any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, an unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
There shall be an Executive Director of the Association who is responsible for coordinating the day-to-day business of the Association. The Executive Director shall be appointed by the Executive Committee. The Executive Director may be removed either with or without cause, at any time, by the Executive Committee. The President shall have direct supervisory authority over the Executive Director, but the Executive Director reports to the Executive Committee. The Executive Director shall have all authority delegated to him or her by the Executive Committee of the Association.
Section 1. Nominating Committee. There shall be a committee appointed by the President sixty (60) days, but not less than twenty (20) days, of the next election of trustees whose duty it shall be to nominate candidates for Trustees and officers (except President) to be elected at the next election. The Nominating Committee shall consist of three (3) Members of the Association, and shall be ratified by the Board. The Nominating Committee shall notify the Secretary of the names of such candidates at least twenty (20) days before the date of the next election and the Secretary, except as herein otherwise provided, shall give written notice of the names of such nominees to the last recorded address or e-mail address of each member simultaneously with the notice of the meeting.
Independent nominations for Trustee may also be made. Such recommendations must be endorsed with the name of not less than three (3) Members of the Association, and forwarded to the Secretary at least five (5) days prior to the election meeting of the Association for immediate transmittal by him or her to the members, or transmittal at the election meeting itself.
Section 2. Audit Committee. The Audit Committee shall have no less than three members and may have more if deemed appropriate by the Board. At least two of the members shall be Trustees or Counselors of the Association, and one member must be a present or former gaming regulator or an independent person with business or accounting background that will be beneficial to the Audit Committee. No person serving as an officer of the Association or who has served as an officer of the Association within two (2) years from the date of appointment shall serve on the Audit Committee. The members of the Audit Committee shall serve no more than three (3) years on the Committee. The Chairman of the Audit Committee shall be designated by the Board.
a. Duties and Responsibilities. The Audit Committee shall:
- Study and make recommendations to the Board. with respect to the accounting and financial practices of the Association;
- Assist the Board in the selection of independent public accountants as auditors of the books, records and accounts of the Association;
- Review the scope of audits made by the independent public accountants and receive and review the audit reports made by such accountants;
- Meet with the Association's officers and representatives annually to review their responsibilities regarding safeguarding of the Association's assets and their duties with regard to handling of the Association's funds;
- Employ at the Association's cost, if determined by the Audit Committee to be necessary or appropriate, professionals and consultants to perform internal audit functions over the accounting administration of the Association and to assist the Audit Committee in performing its duties;
- Recommend procedures for the authorization and payment of expenses of the Association;
- Prepare and oversee implementation of guidelines for financial transactions by the Association with government officials; and
- Perform such other tasks as directed by the Board or as the Audit Committee deems to be necessary or appropriate to assure that the assets of the Association are adequately protected.
b. Frequency of Meetings. The Audit Committee shall meet as frequently as it deems necessary to fulfill its duties and responsibilities to the Association and shall report its activities and findings to the Board.
c. Reimbursement of Expenses. Members of the Audit Committee shall be entitled to reimbursement by the Association for reasonable expenses incurred in the performance of their duties hereunder.
Section 3. Other Committees. The President may appoint additional committees consisting of two (2) or more Members from time to time as he or she determines.
Section 4. Committee Vacancies. The various committees shall have the power to fill vacancies in their membership.
Section 5. Counselors of the Association. A special committee of the Association is hereby formed to be known as the "Counselors of IAGA" for the purposes set forth by resolution of the Board on November 17, 1988 and as subsequently amended, and by this reference made a part hereof.
These Bylaws may be amended, repealed or altered in whole or in part by majority vote of the Board, at any duly organized special or annual meeting of the Board of Trustees, duly called in the manner set forth in Article IV above.
The undersigned duly elected Secretary of the Association does hereby certify that the foregoing Bylaws were adopted by the Board of Trustees via an electronic vote effective the [1st] day of [October], 2011.
Julian Harris, Secretary