Halloween Industry Association (HIA)
Bylaws
Updated: January 2025

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, Mexico, Europe, South America or Australia and engage in the manufacture, importation, distribution, or selling of Halloween products bearing its own name and/or trademark for general sale to retail distribution channels, is eligible for regular membership.

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 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. 

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  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 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.  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 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 (7) 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 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.