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NCA Bylaws

Adopted July 28, 2003

Article I - Name

Section 1. The name of the council shall be the National Council of Attractions, hereafter referred to by the acronym NCA. NCA shall be formed within the structure of the Travel Industry Association of America, hereafter referred to by the acronym TIA, which is the national association of the U.S. travel industry.

Section 2. The office of NCA shall be at TIA headquarters, 1100 New York Avenue, NW, Suite 450W, Washington, DC, 20005-3934, 202-408-8422, FAX: 202-408-1255.

Article II - Mission

Section 1. The mission of the Council is to provide a national forum for attraction professionals to address common challenges and opportunities and to work for the advancement of the attraction industry.

Article III - Objectives

Section 1. The objectives of the Council shall be to:

(a) provide relevant educational programming to encourage and enhance continued professional development within the attraction segment;

(b) strengthen communications among attraction professionals;

(c) increase awareness of the economic and social importance of attractions; and

(d) elevate the profile of the Council.

Article IV - Membership

Section 1. Any member of TIA whose organization meets the following definition of an attraction shall automatically be a member of NCA: "An attraction offers an experience or a variety of experiences within a destination or place and makes a specific effort to attract visitors."

Examples of such organizations: museums, cultural institutions, historic areas or properties, natural and scenic areas, shopping and retail establishments, amusement and theme parks, zoos, aquariums, scientific and educational attractions, sightseeing companies, dining and entertainment establishments, sports teams or venues, recreational venues, fairs, festivals, and local or statewide attraction associations.

Failure to maintain current membership in TIA shall act as resignation from the NCA membership and any elected or appointed positions.

Article V - Meetings

Section 1. Annual. There shall be an annual meeting of the membership to be held at such time and place as designated by the NCA Chair. The annual meeting shall feature an annual report to the members as well as the transaction of such other business contained in the notice of such meeting. The Chair shall distribute notice of the annual meeting to each member at least thirty (30) days before the time appointed for the meeting.

Section 2. Special. Special meetings may be called at the discretion of the Chair, or upon written request of one-third (33.33%) of the members who are entitled to vote. The Chair shall distribute notice of any special meeting to each member at least ten (10) days in advance with a statement of the time and place of the meeting and information as to the subject or subjects to be considered.

Section 3. Quorum. A quorum shall consist of those members appearing in person, as defined in Article IV, at any general membership meeting of NCA.

Section 4. Voting. All questions at the meeting shall be decided by a majority of those present.

Section 5. Order of Business. Robert's Rules of Order shall govern all deliberations when not in conflict with these Articles. The order of business may be altered or the rules suspended at any meeting by a majority vote of the members present who are eligible to cast a ballot.

Article VI - Board of Directors

Section 1. The Board of Directors shall be the governing body and shall consist of the Chair, Vice Chair, Immediate Past Chair, and up to eighteen directors from the membership appointed by the Chair. In appointing members to the Board, the Chair shall ensure that an appropriate balance of representation is achieved among attraction type, size and geographic location. Members of the Board shall serve from the time of appointment until the close of business at the next annual meeting. A quorum shall consist of one-third of the sitting members of the Board. Meetings of the Board shall be called at the discretion of the Chair.

Section 2. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time of its receipt by the Chair. The acceptance of a resignation shall not be necessary to make it effective. An officer and/or member of the Board of Directors may be removed from office for just cause by two-thirds vote from the total membership of the Board of Directors.

In the case of the Chair's resignation, the Vice Chair shall automatically assume the title, duties, and responsibilities of the Chair for the remainder of the Chair's term of office. In the event of the Vice Chair's resignation, or assumption of the Chair's duties, the Chair may appoint a member of the Board to fill the responsibilities of the Vice Chair for the remainder of the Vice Chair's term. In the event of the resignation of a member of the Board, the Chair may appoint an NCA member to fill the remainder of the term.

Section 3. Voting. All members of the Board of Directors shall be entitled to one vote either in person or by proxy on any matter presented for vote at any Board meeting. Should a Director be unable to attend a meeting, his/her proxy may be given to another Board member. Any Board member wishing to exercise his/her vote by proxy must notify the Chair in writing in advance of the meeting naming the individual empowered to cast his/her proxy vote.

Article VII - Officers

Section 1. Chair. The Chair shall be annually elected by the members by ballot, and shall serve for a period of one term. The Chair shall serve no more than two consecutive terms. A term is defined as that period between annual meetings of the council. When present, the Chair shall preside at all meetings, shall be an ex-officio member of all committees, and shall have the power to call special meetings of the Board of Directors for any purpose or purposes. The Chair shall cast the deciding vote on any question in which there is a tie. The Chair shall keep current an official roster of all NCA members and members of the Board of Directors. The Chair shall also be responsible for having a summary prepared of each council meeting and each meeting of the Board of Directors and for having them mailed to each member not more than sixty (60) days from the date of said meeting(s).

The Chair shall have the responsibility, in concert with the Board of Directors, of preparing an annual program of work for the council. The Chair shall also submit to the TIA Board for approval all council recommendations or actions that impose an obligation on TIA or affect the policy or fiduciary responsibilities of the TIA Board. These actions shall be prepared with the concurrence of the NCA Board of Directors.

The Chair shall serve as the official representative for NCA to the TIA Board of Directors.

Section 2. Vice Chair. The Vice Chair shall be annually elected by the members by ballot to serve a term that coincides with that of the Chair. The Vice Chair shall serve no more than two consecutive terms. The Vice Chair shall have such powers and perform such duties as assigned by the Chair and/or the Board of Directors. In the absence of the Chair, the Vice Chair shall preside over all meetings.

Article VIII - Committees

Section 1. Nominating Committee. The Chair shall appoint a Nominating Committee composed of five (5) members representing different types and sizes of member attractions and coming from different geographic areas within the U.S. and its territories. No officer shall be a member of the committee. It shall be their duty to annually nominate all elective candidates for NCA.

The Nominating Committee shall, no later than (60) days prior to the annual meeting, submit its proposed nominations to the membership and announce the date by which all ballots must be received.

Section 2. Other Committees. As need arises, other committees may be appointed by the Chair. Chairs of these committees shall report directly to the NCA Chair and shall serve at the pleasure of the Chair. Meetings shall be called by the respective committee chairs.

Article IX - Financing & TIA Staff Support

Section 1. Administrative costs of NCA shall be funded from TIA's general membership revenues.

Section 2. TIA staff support will be assigned by the TIA President as necessary to implement NCA programs.

Section 3. All activities of NCA shall comply with and be governed by the Bylaws of TIA.

Article X - Amendments

Section 1. Any amendments to these articles shall be made by a majority vote of the Board and subsequent approval by the TIA Board of Directors.

Section 2. Any proposed amendments must be mailed to the total membership of the Council at least sixty (60) days prior to a vote taken by the Board.