By-laws of the International Council of Toy Industries, Ltd. (hereinafter "the Council"), a not-for-profit trade association incorporated in 1986 pursuant to the laws of the State of New York, United States of America
The purposes of the Council are to provide a center for discussion and information exchange on trends and issues important to the toy industry, to promote toy safety standards, to reduce or eliminate barriers to trade, and to advance social responsibility in the industry with programs to address environmental concerns, ethical standards in marketing to children, fair and lawful employment practices, and workplace safety.
- To promote the interest of toy manufacturing
- To support the activities of its members Revised according to the Housekeeping rules approved at AGM Washington 2013.
- To be a vehicle for discussion and exchange of information on a regular basis on important toy industry issues and trends
- To promote ethical and safe practices in toy factories
- To promote the establishment and alignment of toy safety standards globally
- To promote ethical standards in marketing and advertising to children
- To foster relationships with individuals and organizations interested in the design and educational value of toys
- To reduce or eliminate barriers to trade in toy products
- To foster relationships with toy consumers and representatives of the toy trade
- To undertake such projects and to initiate such action as shall be approved by the Council
- Eligibility. Any national trade associations duly incorporated under the laws of a nation to represent companies in the toy industry within its national borders may become a member of the Council. Where more than one incorporated trade association are duly incorporated to represent companies in the toy industry in a nation, only one association is entitled to obtaining the membership of the Council. Where no trade association is duly incorporated in the toy industry in a nation, individual companies may apply for observers of the Council
- Election of Members. A national toy industry trade association, upon payment of the membership fees prescribed by the Council, may be elected to membership in the Council by majority vote of the Council members present at a meeting of the Council.
- Resignation. Any member may withdraw from the Council by giving written notice of resignation to the President, but resignation shall not entitle the member to reimbursement of any portion of the membership fees paid for the fiscal year in which the resignation occurs.
- Suspension and Expulsion. A trade association may, pursuant to due process, be suspended or expelled from membership in the Council by a two-thirds vote of the members of the Council for cause including violation of the bylaws or policies of the Council, or for conduct detrimental to the interests of the Council. Upon the above decision, a statement of the charges shall have been mailed by registered mail to the member under charges at his last recorded address at least fifteen (15) days before final action is taken thereon; this statement shall be accompanied by a notice of the time when and place where the Council is to take action in the premises. The member shall be given an opportunity to present a defense at the time and place mentioned in such notice.
- Representation. Members shall provide written notice to the Council Secretariat of the individual duly appointed to represent the member at all meetings and cast the vote of that member on matters brought before the Council. A representative of a member may in writing to the Council Secretariat designate a proxy to represent the member at any meeting. Members may by written notice to the Council Secretariat appoint a new representative at any time.
- Annual Dues. The Council shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the Council by members. Annual dues increases cannot be of more than 5%,unless circumstances have an impact.
- Payment of Dues. Dues shall be payable on the first day of January in each fiscal year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership, for the remainder of the fiscal years of the Council.
- Default and Termination of Membership. Failure of any member to pay the prescribed dues before June 1st of each fiscal year shall result in termination of that membership unless upon application to the President and approval by the Executive Committee the dues payment is suspended, postponed or otherwise modified.
- Annual Meeting. There shall be an annual meeting of members of the Council during the period beginning March 1 and ending June 30 of each year for the purpose of electing members, receiving the annual reports of officers, directors and committees, and the transaction of any other business. Notice setting forth the date, location and time of the meeting shall be delivered electronically or by mail to the designated representative of all members not less than sixty (60) days prior to the meeting. The Minutes of the meeting should be distributed no later than 60 days after the meeting.
- Special Meetings. Special meetings of members may be called by the Executive Committee or upon the written request of five (5) members, the Council to consider a specific subject. No business other than that specified in the notice of meeting hall shall be transacted at any special meeting of the members of the Corporation. Notice of such meetings shall be provided in the same manner as specified in the previous section.
- Waiver. Notwithstanding the provisions of the foregoing sections, a meeting of the members of the Council may be held at any time and location, and any action may be taken at such meeting, if notice is waived in writing by every member having the right to vote at the meeting.
- Quorum and Voting. The presence in person or by proxy of representatives of a majority of members of the Council entitled to vote shall constitute a quorum for the transaction of business. Each member shall be entitled to one vote on any matter brought before the Council. All matters shall be decided by majority vote of the members present in person or by proxy, unless other voting requirements are prescribed herein.
- Proxies. Every member of the Council entitled to vote at any meeting thereof may vote in proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after eleven months from the date of its execution.
- Number. The property, affairs, business, and concerns of the Council shall be vested in a board of directors, consisting of one representative of each association member. The members of the board shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.
- Election of officers and Term. At the annual meeting next held after the adoption of these bylaws there shall be an election by ballot for directors of the corporation, all of whom shall be elected for a term of one year. The directors shall be elected at each annual meeting thereafter. At the expiration of any term, any director may be reelected.
- Duties of Directors. The Board of Directors may (1) hold meetings at such times and places as they think proper; (2) admit members as suspend or expel them by ballot; (3) appoint committees on particular subjects from the members of the board, or from other members of the association; (4) audit bills and disburse the funds of the association; (5) print and circulate documents and publish articles; (6) carry on correspondence and communicate with other associations interested in the toy industry; (7) employ agents, and (8) devised and carry into execution such other measures as they deem proper and expedient to promote the objects of the Council and to best protect the interests and welfare of the members.
- Quorum. A majority of the members present at any meeting of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the president and vice-president the quorum present may choose a chairman for the meeting.
- Absence. Should any member of the Board of Directors absent himself unreasonably from three consecutive meetings of the Board without sending a communication to the president or secretary stating his reason for so doing, and if his excuse should not be accepted by the members of the Board, his seat on the Board may be declared vacant, and the president may forthwith proceed to fill the vacancy.
- Number and Term. The officers of the Council shall be a president, three vice-presidents, and a secretary/treasurer. One term of office for president is three years, and for vice-presidents and secretary/treasurer is one year.
- Nomination and Election of President. It is recommended that the office of the president shall rotate among the three regions, i.e. Asia-Pacific, Europe and America every three years. The members in the region shall collectively nominate the representative of one member in their region to be elected to the office of president of the Council. If the members in a region are unable to agree upon a nominee, they may nominate representatives from more than one member in the region and election of the president for the region shall be by majority vote of the Council members. Election will take place through an open ballot at the annual meeting by all members, overseen by an appointed returning officer elected by the membership. Candidates must leave the room whilst voting takes place.
- Nomination and Election of Vice Presidents. The members in Asia-Pacific, Europe and the America shall collectively nominate the representative of one member in their region to be elected to the office of vice president for the region. If the members in a region are unable to agree upon a nominee, they may nominate representatives from more than one member in the region and election of the vice president for the region shall be by majority vote of the Council members. Individuals elected to the office of vice president for any region may be elected to more than one consecutive term. Election will take place through an open ballot at the annual meeting by all members, overseen by an appointed returning officer elected by the membership. Candidates must leave the room whilst voting takes place.
- Nomination and Election of Secretary/Treasurer. The members of the Council shall collectively nominate the representative of one member to be elected to the office of secretary/treasurer. Any member may nominate a representative for election to the office of secretary/treasurer and election for that office shall be by majority vote of the Council members. An individual elected to the office of secretary/treasurer may be elected to more than one consecutive term.
- Duties of Officers. The duties and powers of the officers shall be as follows:
The president shall preside at the meetings of the Council and the executive committee, and shall be a member ex officio, with right to vote, of all committees. He shall also, at the annual meeting of the Council and such other times as he deems proper, communicate such matters and make such suggestions as may in his or her opinion promote the prosperity and welfare and increase the usefulness of the Council and shall perform such other duties as are necessarily incident to the office of the president.
- Vice Presidents
It shall be the responsibility of the vice presidents to represent the collective interests of the members in their region on the Executive Committee of the Council. In case of the death or absence of the president, or of his inability from any cause to act, the Council shall elect one of the three vice-presidents to perform the duties of the office of the president until such time as the region represented by the president offers a nominee for election by the Council of a representative to fulfill the remaining term of the president.
The secretary/treasurer shall, in person or through his or her designee, give notice of and attend all meetings of the Council and all committees and keep a record of their doings; implement all orders, votes, and resolutions of the Council; keep a list of the members of the corporation; collect the fees, annual dues, and subscriptions; prepare an annual report of the transactions and condition of the Council, and generally to devote his or her best efforts to forwarding the business and advancing the interests of the Council.
The secretary/treasurer shall keep an account of all moneys received and expended for the use of the Council. He or she shall deposit all sums received in a financial institution approved by the executive committee, and make a report on the status of the funds and accounts at the annual meeting or when called upon by the president. Funds may be drawn only upon the signature of the secretary/treasure. The secretary/treasurer shall, if required by the Council, give to the Council such security for the faithful discharge of his duties as the Council may direct. The secretary/treasurer shall be the keeper of the Council's seal.
- Vacancies. Vacancies in any office shall be filled by the Council without undue delay, at its regular meeting, or at a meeting specially called for that purpose. In case of absence or disability of the secretary/treasurer, the executive committee may appoint a secretary/treasurer pro tem.
- Compensation and Indemnification. The officers shall receive no salary or other compensation for performance of their duties to the Council. The Council shall indemnify any and all current or former officers, directors, committee members, agents and staff against expenses, judgments, decrees, fines, penalties and amounts paid in defense or settlement of pending or threatened civil or criminal proceedings or other claims in which they or any of them are made parties in connection with or related to their being or having been officers, directors, committee members, agents or staff of the Association, to the full extent permitted by law. The Council shall purchase and maintain adequate insurance on behalf of the Council and any person who is or was serving the Association as an officer, director, committee member, agent or staff against any liability or claim asserted against the Association whether or not the Association would have the power to indemnify such person(s) in such liability or claim.
- Executive Committee. The president, the three vice-presidents, the secretary/treasurer and the immediate past president shall constitute the Executive Committee. The immediate past president shall act in an advisory role and is not empowered to vote. The Executive Committee shall act on behalf of the corporation in any matter when the Board of Directors is not in session, reporting to the Board of Directors for its ratification of their action at each regular or special meeting called for the purpose. Three members of the Executive Committee (excluding the immediate past president) shall constitute a quorum for the transaction of business. Meetings may be called by the president or by three members (excluding the immediate past president). The Executive Committee shall have the secretary/treasurer's accounts audited or reviewed at least once each year by an accountant and report thereon to the Council.
- Other Committees. The Council may, from time-to-time, form and appoint the members of other standing committees as it may deem appropriate. The president may from time-to-time, with the approval of a majority of the Executive Committee form and appoint such other ad hoc or temporary committees to fulfill any need for which there are no standing committees.
- Secretariat. The Council shall by majority vote designate a secretariat to perform routine administrative and operational functions of the organization and shall authorize payment of such fees for these functions as it shall deem appropriate. The administrative and financial functions of the organization (50% of the secretariat's budget) shall be sited at the headquarters of the TIA, in the country where the organization is incorporated. The operational functions (50% of the the secretariat's budget) ordinarily move to the country of the Presidency for the term of office.
- Fiscal Year. The fiscal year of the Council shall begin on the first day of January and end on the last day of December in each year.
- Budgets and Financial Reports. Budgets and financial reports should be circulated to the ICTI Membership no later than 2 months ahead of an AGM
- Funding Management. Any proposals of new ICTI activities requesting funding must be presented to the ICTI. Membership in writing (project description, scope, objectives, timeline and deliverables) and with a specified budget stipulating what the money will be spent on and who will receive the money in return for what deliverable. The proposal should be circulated to the Membership not less than two weeks ahead of an AGM, or should be subject to a written procedure with reasonable deadlines
- Oversight and Supervision. The funds, books and other documents and records of the Council maintained by the secretary/treasurer shall at all times be accessible to the Executive Committee and subject to its inspection and control. At the expiration of his term of office the secretary/treasurer shall deliver over to his or her successor all books, moneys and other property or to the president. In case of the absence or disability of the treasurer, the executive committee may appoint a treasurer pro term.
These bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any duly organized meeting of the Council. Proposed amendments shall be delivered electronically or by mail to the last recorded address of the official representative of each member at least thirty (30) days before the time of the meeting which is to consider the amendments.