Halloween Industry Association (HIA)
BYLAWS
Updated February 2016

ARTICLE I – NAME
The name of the Association shall be the Halloween Industry Association, Inc. It is hereinafter referred
to as “the Association.”

ARTICLE II – Purposes
The purposes of this Association shall be:
1. To promote the common business interests of those engaged in the Halloween industry.
2. To consider and deal by all lawful means with common problems of management, such as
those involved in the production, distribution, employment, and financial functions of the
Halloween industry; to foster cooperative action in advancing by all lawful means the
common purposes of its members, and promote activities designed to enable the industry
to be conducted with the greatest economy and efficiency.
3. To promote the safe celebration of Halloween
4. To conduct or engage in all lawful activities in furtherance of the foregoing purposes, or
incidental thereto.

ARTICLE III - MEMBERSHIP

Section 1. REGULAR. Any corporation, partnership or individual maintaining a place of business in
the United States, Canada or Mexico and engage in the manufacture, importation or
distribution of Halloween products (accounting for a minimum of 50% of its overall
business) bearing its own name and/or trademark for general sale to retail distribution
channels, is eligible for regular membership, providing such applicant is not also primarily
engaged in the retailing, wholesaling or sales representation of Halloween products.

Section 2. AFFILIATE MANUFACTURER. Any corporation, partnership or individual maintaining a
place of business in the United States, Canada or Mexico and engage in the manufacture,
importation or distribution of products (such as party supplies, novelties, balloons, candy,
other holidays, etc.) and has an interest in Halloween (less than 50% of overall business),
bearing its own name and/or trademark for general sale to retail distribution channels, is
eligible for affiliate membership, providing such applicant is not also primarily engaged in
the retailing, wholesaling or sales representation of Halloween products. Affiliate members
shall not have the power to vote or serve on the board of directors but may serve on
committees.

Section 3. AFFILIATE RETAILER. Any corporation, partnership or individual maintaining a place of
business in the United States, Canada or Mexico actively engaged in the selling of
Halloween products intended for the North American market, providing such applicant is
not also primarily engaged in the manufacture, importation or distribution of Halloween
products. Affiliate members shall not have the power to vote or serve on the board of
directors but may serve on committees.

Section 4. ASSOCIATE. The following corporations, partnerships or individuals shall be eligible to
become associate members: sales representatives of Halloween manufacturers’ products
to whole and retail customers, suppliers of raw materials, consulting or other services to a
regular member firm, licensors and publications pertinent to the Halloween industry.
Associate members shall not have the power to vote or serve on the board of directors but 
2 may serve on committees.

Section 5. VOTING. Each regular member shall designate to the secretary of the Association, a
person to be his representative in the Association who shall represent, vote, and act for the
members in all the affairs of the Association. If that person cannot be present, he may
have an alternate vote for his firm. This alternate must be either an employee, shareholder
or proprietor of the member company. Each regular member firm is entitled to one vote.

Section 6. ELECTION OF MEMBERS. Any person, firm or corporation eligible for membership
under these bylaws may be elected to membership on written application. For such
election a majority of votes of the board of directors is required.

Section 7. DURATION OF MEMBERSHIP AND RESIGNATION. Membership in this Association may
terminate by voluntary withdrawal as herein provided, or otherwise in pursuance of these
bylaws. All rights, privileges, and interests of a member in or to the Association, shall
cease on the termination of membership. Any member may, by giving written notice of
such intention, withdraw from membership. Such notice shall be presented to the board of
directors. Withdrawals shall be effective upon fulfillment of all obligations to the date of
withdrawal.

Section 8. SUSPENSION AND EXPULSION. Any membership may be suspended or terminated for
cause. Sufficient cause for such suspension or termination of membership shall be
violation of the bylaws or any lawful rule or practice duly adopted by the Association, or any
other conduct prejudicial to the interests of the Association. Suspension or expulsion shall
be by two-thirds vote of the entire membership of the board of directors, provided that a
statement of the charges shall have been sent by certified or registered mail to the last
recorded address of the member at least twenty (20) days before final action is taken
thereon. This statement shall be accompanied by a notice of the time and place of the
meeting of the board of directors at which the charges shall be considered and the member
shall have the opportunity to appear in person and/or to be represented by counsel to
present any defense to such charges before action is taken thereon.

ARTICLE IV - DUES

Section 1. The annual dues for each member of the Association shall be determined by the board of
directors.

Section 2. Members who fail to pay their dues within thirty (30) days from the time the same become
due shall be notified by the secretary, and, if payment is not made within the next
succeeding thirty (30) days shall, without further notice and without hearing, be dropped
from the rolls and thereupon forfeit all rights and privileges of membership, provided that
the board of directors may, by rule, prescribe procedures for extending the time for
payment of dues and continuation of membership privileges upon request of a member and
for good cause shown.

ARTICLE V - MEETINGS

Section 1. ANNUAL. There shall be an annual meeting of the Association at a date and time
determined by the board of directors, for election of the members of the board of directors,
for receiving annual reports, and the transaction of other business. Notice of such meeting
shall be mailed to the last recorded address of each member at least thirty (30) days before
the meeting.

Section 2. SPECIAL. Special meetings of the Association may be called by the chairman or the board
of directors, or shall be called by the chairman upon the written request of two-thirds of the 3
regular members of the Association. Notice of any special meeting shall be mailed to each
member at his last recorded address at least thirty (30) days in advance, with a statement
of time and place, and information as to the subject or subjects to be considered.

Section 3. QUORUM. A quarter of regular members present at any meeting of the Association shall
constitute a quorum and, in case there be less than this number, the presiding officer may
adjourn the meeting from time to time until a quorum is present.

Section 4. OFFICER & BOARD NOMINATIONS. The Nominating Committee shall, at least twenty
(20) days prior to each annual meeting, select a list of candidates to stand for election to
the board of directors and shall submit the list of nominees to the secretary. The secretary
shall send a list of nominees to each regular member together with the notice of meeting.
Prior to the election, additional nominees may be included on the ballot per a motion,
second and affirmative vote during the annual membership meeting.
Section 5. ACTION BY WRITTEN BALLOT. Any action requiring member approval that may be taken
at a meeting of the members may be taken without a meeting if the Association delivers a
ballot (written or electronic) to every member entitled to vote on the matter and conducts
the vote in accordance with applicable laws.

ARTICLE VI - BOARD OF DIRECTORS

Section 1. The general management of the Association shall be vested in the officers and directors all
of whom shall be elected by the members of the Association at its annual meeting or at any
special meeting called for that purpose.

Section 2. The board of directors shall consist of seven (7) representatives from regular members who,
at the time of their election and during their tenure, are in good standing. The immediate
past chairman should also remain on the board in a non-voting capacity. Notwithstanding
any conflicting requirement, three members of the board shall be comprised of designated
representatives from each of the following companies: Rubies Inc., Disguise Inc and
FunWorld, Inc., or their successors, provided that each designated company must remain a
member in good standing of the Association to qualify it for such election. Every five (5)
years the membership must vote to renew the three (3) members with designated
representation. No two voting directors at any time may be members of the same firm.

Section 3. Director elections shall be staggered with two(2) directors elected by the members of the
Association at each annual meeting and their term of office shall begin immediately
following the annual meeting. Term of office shall be for two (2) years, except directors
shall continue in office until their successors have been elected and qualified.

Section 4. Vacancies on the board of directors shall be filled for the unexpired term by the member
company represented subject to the approval of the board of directors if not the owner/CEO.

Section 5. The officers and directors shall have the power and authority to levy assessments for the
maintenance of this Association, and each and every member shall promptly comply with
the terms of such assessments. No assessment so levied shall annually exceed the
amount of the member’s dues.

Section 6. The officers and directors shall have full power and authority to retain such agents,
employees, attorneys and representatives as it may deem proper.

Section 7. The officers and directors shall have full power to make such rules and regulations from
time to time and take such action not inconsistent with these bylaws as will be necessary
for the protection of the property of the Association and for the general management of its 
4 affairs.

Section 8. The immediate past chairman of the Association shall be a non-voting member of the
board of directors. His term as immediate past chairman will expire as soon as a new
chairman is elected.

Section 9. MEETINGS. Except that the board shall have a regular meeting at the time and place of
the annual meetings, the board shall meet upon call of the chairman at such times and
places as he may designate, and shall be called to meet upon demand of a majority of its
members. Notice of all meetings of the board of directors shall be sent to each member of
the board by telephone or electronic mail at least seven (3) days in advance of such
meetings. Any director may waive notice of any meeting in accordance with applicable
laws.

Section 10. QUORUM. A majority of the whole board shall constitute a quorum at any meeting of the
board. Any less number may adjourn from time to time until a quorum be present.

Section 11. ABSENCE. If a director is absent from three (3) consecutive meetings for reason which
the board has failed to declare to be sufficient, his resignation shall be deemed to have
been tendered and accepted.

Section 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken at a meeting
of the board may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the directors entitled to vote with respect to the subject
matter thereof. Such action may be taken by email if an electronic copy of the resolution is
printed out, signed and returned to the chief staff officer by all directors. Such consent shall
have the same effect as a unanimous vote and shall be kept with minutes.

Section 13. RESIGNATION OR REMOVAL. Any director may resign at any time by giving written
notice to the chairman, the president, or to the board of directors. Such resignation shall
take effect at the time specified as determined by the chairman or the board. Any director
may be removed by a majority vote of the directors at any regular or special meeting at
which a quorum is present.

ARTICLE VII - OFFICERS

Section 1. The elective officers of this Association shall be a chairman, a vice chairman, and a
treasurer. These officers shall be elected annually by the board of directors at the board
meeting held following the Association’s annual meeting. Election shall be by ballot and a
majority of the votes cast shall elect. Officials are eligible for election to not more than two
consecutive terms in the same office.

Section 2. Each elective officer shall take office when elected and shall serve for term of two years
and until his successor is duly elected and qualified.
Section 3. Vacancies in any office may be filled for the balance of the term thereof by the directors at
any regular or special meeting.

Section 4. CHAIRMAN. The chairman shall be the principal elective officer of the organization,
shall preside at meetings of the Association and of the board of directors, and of the
executive committee, and shall be a member ex-officio, with the right to vote, of all
committees. He shall also, at the annual meetings of the Association and at such other
times as he shall deem proper, communicate to the Association or to the board of directors,
such matters and make such suggestions as may, in his opinion, tend to promote the
welfare and increase the usefulness of the Association, and shall perform such other duties 5
as are necessarily incident to the office of chairman or as may be prescribed by the board
of directors.

Section 5. VICE CHAIRMAN. The vice chairman may be delegated by the chairman to perform his
duties in the event of his temporary disability or absence from meetings, and shall have
such other duties as the chairman or the board may assign.

Section 6. TREASURER. The treasurer shall keep an account of all monies received and expended
for the use of the Association, and shall make disbursements authorized by the board and
approved by the chief staff officer and such other officers as the board may prescribe. All
sums received shall be deposited in the bank or banks or trust company, approved by the
board of directors, and he shall make a report at the annual meeting or when called upon
the chairman.

The funds, books, and vouchers shall, with the exception of confidential reports submitted
by members, at all times be subject to verification and inspection by the board of directors.

Section 7. The administration and management of the Association shall be vested in professional
administrators who shall be appointed by the board of directors with such titles as agreed to
by the board. The chief staff officer shall employ and may terminate the employment of
members of the staff necessary to carry on the work of the Association and perform such
other duties as may be specified by the board of directors.

Section 8. SECRETARY. The chief staff officer shall serve as secretary. It shall be his duty to give
notice of and attend all meetings of the Association, to keep a record of all proceedings, to
attest documents and perform such other duties as are usual for such official or may be
duly assigned to him.

ARTICLE VIII - COMMITTEES

The chairman, subject to the approval of the board of directors, shall annually appoint such standing,
special, or subcommittees as may be required by the bylaws or as he may find necessary.

ARTICLE IX - FISCAL YEAR
The fiscal year shall commence on the first day of January and shall end on the last day of December.

ARTICLE X - INDEMNIFICATION
The Association may, by resolution of the board of directors, provide for indemnification by the
Association of any and all of its directors or officers or former directors or officers, against expenses
actually and necessarily incurred by them in connection with the defense of any action, suit, or
proceeding, in which they or any of them are made parties, or a party, by reason of having been
directors or officers of the Association, except in relation to matters as to which such director or officer
or former director or officer shall be judged in such action, suit, or proceeding to be liable for
negligence or misconduct in the performance of duty, and to such matters as shall be settled by
agreement predicated on the existence of such liability for negligence or misconduct.

ARTICLE XI - DISSOLUTION
The Association shall use its fund only to accomplish the objectives and purposes specified in these
bylaws, and no part of said funds shall inure, or be distributed to the members of the Association. On
dissolution of the Association, any funds remaining shall be distributed to one or more regularly
organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected
by the board of directors.

ARTICLE XII - AMENDMENTS
Upon proposal by the board of directors, these bylaws may be amended, repealed, or altered, in
whole, or in part, (a) by a majority vote at any meeting of the Association, provided that a copy of any
amendment proposed for consideration shall be mailed or sent by electronic transmission to the last
recorded address of each member at least thirty (30) days prior to the date of the meeting.