Bylaws of International Spa Association, Inc.

(a District of Columbia Nonprofit Corporation)
(as amended August 16, 2013)

ARTICLE I: NAME AND OFFICES

SECTION 1: NAME

The name of the Corporation shall be the INTERNATIONAL SPA ASSOCIATION, INC.

SECTION 2: OFFICES

The principle office of the Corporation shall be at such place as the Board of Directors determines. The Corporation may have offices at such other places as the Board of Directors may from time to time determine.

ARTICLE II: PURPOSES

  1. To promote and preserve the general welfare of the spa industry and of the consumers it serves.
  2. To educate the public about the value and benefits of the spa experience.
  3. To encourage membership and participation of spa facilities of every size and geographic area and individuals and entities actively engaged in supplying goods or services to the spa industry.
  4. To do such further acts and things as shall be appropriate and proper for a corporation organized for the purposes described.

ARTICLE III: MEMBERSHIP

SECTION 1: CLASSES OF MEMBERSHIP

Membership in the Corporation shall be divided into two (2) classes: Primary and Associate.

SECTION 2: PRIMARY MEMBERS

2.1: Any firm, corporation or other business entity engaged in operating spa services or actively engaged in supplying goods or services to the spa industry shall be eligible for Primary Membership in the Corporation. The Primary Members class shall be comprised of categories which shall be fixed from time to time by two-thirds (2/3) vote of the Board of Directors. Currently, the Primary Members class is comprised of the following categories:

a) RESOURCE PARTNER: The Resource Partner category is available to those persons, firms, corporations or other business entities that provide professional services and/or products that support the spa industry.

b) CLUB SPA: The Club Spa category is available to those persons, firms, corporations or other business entities which operate a facility whose primary purpose is fitness and which offers a variety of professionally administered spa services on a day use basis.

d) DAY SPA: The Day Spa category is available to those persons, firms, corporations or other business entities which operate a spa offering a variety of professionally administered spa services to clients on a day use basis.

e) DESTINATION SPA: The Destination Spa category is available to those facilities with the primary purpose of guiding individual spa-goers to healthy lifestyles. This lifestyle transformation can be accomplished by providing a comprehensive program that includes spa services, physical fitness activities, wellness education, healthful cuisine and special interest programming.

f) MEDICAL: The Medical Spa category is available to spas that have a full-time licensed health care professional on-site, which is further defined as a health professional who has earned a degree of Doctor of Medicine (M.D.) as defined by the AMA. All applications are reviewed individually and international standards are taken into account when applicants from outside the U.S. apply for membership.

g) MINERAL SPRINGS SPA: The Mineral Springs Spa category is available to those persons, firms, corporations or other business entities which operate a spa offering an on-site source of natural mineral, thermal or sea water which is used in professionally administered hydrotherapy treatments.

h) RESORT / HOTEL SPA: The Resort / Hotel Spa category is available to those persons, firms, corporations or other business entities that operate a spa within a resort or hotel providing professionally administered spa services, fitness and wellness components.

2.2: Any firm, corporation or other business entity eligible for Primary Membership may make application for such membership by filing an application with the President of the Corporation accompanied by payment for the membership dues for the calendar year, and, upon satisfaction of the membership criteria shall become a Primary Member of the Corporation.

SECTION 3: ASSOCIATE MEMBERS

3.1: The Associate Members class shall be comprised of categories which the Board of Directors deems necessary or appropriate for the good and welfare of the Corporation upon approval of two-thirds (2/3) of the Board of Directors. Currently, the Associate Members class is comprised of the following categories:

a) AUXILIARY:Auxiliary membership is available to any person employed by a Primary Member in good standing.

b) GENERAL: General membership is available to any person, firm, corporation or other business entity wishing to expand its spa knowledge and avail itself of the benefits and information provided by the Corporation.

c) HONORARY: Honorary membership may be conferred by the Board of Directors upon persons or organizations who in the opinion of the Board have rendered special service to the Corporation or who possess particular knowledge, experience or abilities which can be of benefit to the Corporation. Honorary members may be exempted from payment of membership dues upon approval of the Board of Directors.

d) STUDENT: Student membership is available to any person that is a validated student on a degreed track at a 2-4 year college or in a specialized technical school program of at least 6 months in length.

3.2: Associate Members shall not be entitled to vote on any matters coming before the meetings of the Corporation, nor shall they have any right or interest of any kind in the property or assets of the Corporation or to have their legislative interests represented by the Corporation.

3.3: Any firm or corporation eligible for Associate Membership may make application for such membership by filing an application with the President of the Corporation accompanied by payment for the dues for the calendar year, and, upon satisfaction of the membership criteria shall become an Associate Member of the Corporation.

SECTION 4: COLLABORATIVE MEMBERS

4.1: Collaborative Members class shall be comprised of entities which two-thirds (2/3) of the members of the Board of Directors deem to be in the best interest of the Corporation. Currently, the Collaborative Member class is comprised of:

a) Any trade or professional association whose interest in whole or in part promotes or is directed at the welfare of the spa industry or the benefits of the spa experience.

4.2: Collaborative Members shall not be entitled to vote on any matters coming before the meetings of the Corporation, nor shall they have any right or interest of any kind in the property or assets of the Corporation or to have their legislative interests represented by the Corporation.

4.3: Any business entity eligible as a Collaborative Member may make application for such membership by filing an application with the President of the Corporation accompanied by payment for the dues for the calendar year, and, upon satisfaction of the membership criteria shall become a Collaborative Member.

SECTION 5: NUMBER OF REPRESENTATIVES

Each member may be represented at any meeting of members of the Corporation by two (2) designated representatives (each a "Representative") which shall be: (a) an owner, or such owner's designee and an officer, director, or any other person designated by the member if a corporation; (b) a member of the firm, and a designee if a partnership; or (c) in the case of an individual, by himself or herself only. Any action by any such Representative shall be deemed to be the action of the member so represented.

SECTION 6: CHANGE OF A MEMBER'S REPRESENTATIVE

If any person serving as a Representative of a member ceases to be an employee of or associated with the member, such person shall cease to be a Representative.

SECTION 7: GOOD STANDING

A member shall not be entitled to (i) vote at a meeting of the members, if applicable, or (ii) be represented at a meeting of the members, if such member's membership dues or other monetary obligations to the Corporation are past due, provided that such privileges may be restored upon payment of all such outstanding obligations.

ARTICLE IV: TERMINATION OF MEMBERSHIP

SECTION 1: RESIGNATION

Any member may resign at any time by sending notice thereof in writing to the Secretary of the Corporation. Such resignation shall be effective as of the date received by the Corporation, unless such written notice specifies another date.

SECTION 2: FORFEITURE

Membership in the Corporation may be forfeited by action of a majority of the Board of Directors for non-payment of membership dues or any other monetary obligations to the Corporation. Membership in the Corporation may be forfeited by action of at least two-thirds (2/3) of the Board of Directors for failure to comply with the standards of membership which may be prescribed from time to time by the Board of Directors or for any other conduct prejudicial to the interest and stated policies of the Corporation. Before membership may be forfeited for failure to comply with membership standards or prejudicial conduct, a member shall be entitled to notice and a hearing pursuant to procedures established by the Board of Directors, from time to time.

SECTION 3: NO RIGHTS AND PRIVILEGES

Any member that resigns or whose membership is forfeited shall not have any rights and/or privileges in the affairs and/or the property of the Corporation and any membership dues already paid shall be non-refundable. Any member who resigns or whose membership is forfeited shall remain liable for any dues or other monetary obligations due and owing at the time of such member's resignation or forfeiture.

ARTICLE V: MEMBER VOTING

Each Primary Member shall be entitled to two (2) votes on any matter presented to the membership at any meeting of the members, except as otherwise set forth in Article III, Section 6. Voting shall be by the member's Representative(s) (as described in Section 4 of Article III) and submitted to the Secretary of the Corporation. Voting on all matters by members entitled to vote, including the election of directors may be conducted by mail. If a vote is conducted by mail, members entitled to vote shall be mailed ballots prior to such vote.

ARTICLE VI: BOARD OF DIRECTORS

SECTION 1: COMPOSITION

1.1: The Board of Directors shall consist of no fewer than eight (8) nor more than twenty-two (22) persons including the President, who shall be a Director ex-officio without the right to vote. The President shall not be counted for purposes of a quorum.

1.2: The number of Directors shall be fixed from time to time by majority vote of the Board of Directors, provided that any decrease in the number of Directors shall not shorten an incumbent Director's term.

SECTION 2: ELIGIBILITY

2.1: To serve as a Director of the Corporation, an individual candidate must be a voting member in good standing and have been selected by a majority vote of the Nominating Committee.

2.2: There shall be no more than one (1) Director nominated from any Primary Member. Furthermore, there shall be no more than two (2) Directors nominated from any group of two (2) or more Primary Members related to each other as parent, subsidiary, Resource Partner, division or any combination thereof.

SECTION 3: NOMINATION AND ELECTION

The Nominating Committee shall propose the names of nominees to fill the existing vacancies in the Board of Directors, all nominees having prior thereto agreed in writing to serve if elected. Voting by the Primary Members to select Directors shall be by ballot. Members of the Corporation entitled to vote will receive a voting ballot prior to the date of any election. If the slate of directors presented to the membership by the Nominating Committee receives a majority of the votes cast in the election, such individuals shall be declared elected to on the Board of Directors. Newly elected Directors shall assume office at the first regular meeting of the Board of Directors following the annual meeting.

SECTION 4: POWERS

THE BOARD OF DIRECTORS:

4.1: Shall have supervision, control and general charge of the business and affairs of the Corporation.

4.2: Shall determine the Corporation's policies and actively pursue the purposes of the Corporation.

4.3: Shall have discretion in the disbursement of its funds.

4.4:Shall adopt rules and regulations for the conduct of the Corporation's business.

4.5: Shall, in the execution of the powers granted, hire such employees and appoint such agents as it considers necessary.

SECTION 5: TERM OF OFFICE

The number of Directors shall be divided into three (3) groups whose terms of office expire alternatively. At each annual election, a number of Directors (i) equal to those whose terms have expired or (ii) such lesser number if the number of Directors has been reduced pursuant to Article VI, Section 1.2 shall be elected to the Board of Directors. Elected Directors will serve three (3) year terms, until their successors are duly elected and qualified or until their earlier resignation or removal. Directors may serve two (2) consecutive terms, but then must take a one (1) year hiatus before being eligible for election again.

SECTION 6: REMOVAL

6.1: Any Director may be removed for cause by the action of the Board of Directors at a meeting called for that purpose. Any Director so removed is not eligible for future election to the Board of Directors without approval of the Board of Directors.

6.2: Any elected Director who shall have been absent for two (2) regular meetings shall automatically vacate his or her seat on the Board of Directors; provided, however, that the Board of Directors shall consider each absence of a Director as a separate circumstance and may expressly waive such absence by the affirmative vote of the remaining members of the Board.

6.3: If any person serving as a Director ceases to be employed or associated with the Primary Member with which such Director was employed or affiliated at the time of such person's election, such person shall be permitted to continue as a Director of the Corporation for the remainder of his/her elected term as long as the new Primary Member is within the same membership category, except as provided in Section 2.2 of Article VI. Directors who become employed or affiliated with a Primary Member within a different membership category shall be permitted to continue as Directors of the Corporation until the next election, except as provided in Section 2.2 of Article VI. If a Director ceases to be employed or associated with the spa industry for a period of sixty (60) days, such a person shall cease to be a Director of the Corporation.

SECTION 7: VACANCIES

Any vacancies that may occur on the Board of Directors by reason of death, resignation or otherwise, may be filled by a majority vote of the remaining members of the Board. Any Director so elected shall hold office to the expiration of the term of the vacating Board member with a maximum of six years of service.

SECTION 8: QUORUM

Not less than one-third (1/3) of the members of the Board of Directors eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 9: NO PROXIES

Directors shall not vote by proxy nor designate a representative to attend meetings of the Board of Directors in their place.

SECTION 10: HONORARY BOARD MEMBERS

10.1: The Executive Committee of the Corporation may by the unanimous action of those attending a duly constituted meeting nominate to the Board of Directors of the Corporation such person or persons who have served as Chairman of the Board of the Corporation or who have been particularly outstanding in their contribution to the welfare and standing of the spa industry, and the Board by a majority vote of those attending a duly constituted meeting may elect from such nominees, Honorary Board Members for such period or periods as the Board shall determine.

10.2: Honorary Board Members, upon invitation of the Chairman of the Board, shall be permitted to attend meetings of the Board of Directors; however, Honorary Board Members shall not be entitled to participate actively in the meetings unless requested to do so by a member of the Board of Directors.<?p>

10.3 Honorary Board Members shall not be entitled to vote on any matters coming before the meetings nor shall they have any right or interest of any kind in the property or assets of the Corporation.

ARTICLE VII: EXECUTIVE COMMITTEE

SECTION 1: COMPOSITION

1.1: The Executive Committee shall consist of no more than seven (7) persons all of whom shall be Directors.

1.2: The Chairman of the Board of the Corporation shall be the Chairman of the Board of the Executive Committee.

SECTION 2: APPOINTMENT

Upon their election, the Chairman of the Board, Vice Chairman of the Board, Treasurer and Secretary of the Corporation shall automatically become members of the Executive Committee. The Chairman of the Board may, at his or her discretion, appoint up to three (3) additional Executive Committee members.

SECTION 3: POWERS

THE EXECUTIVE COMMITTEE:

3.1: Shall have general charge of the business of the Corporation between meetings of the Board of Directors, except as otherwise required by law and shall assume such other responsibilities as may be lawfully delegated by the Board of Directors.

3.2: Shall have direct supervision of the Officers of the Corporation who are not Executive Committee members and their activities, subject to the direction and control of the Board of Directors.

3.3: Shall fix the compensation, if any, and determine employment benefits, if any, of the Officers of the Corporation.

SECTION 4: QUORUM

A majority of the members of the Executive Committee eligible to vote shall constitute a quorum.

ARTICLE VIII: NOMINATING COMMITTEE

SECTION 1: COMPOSITION

1.1: The Nominating Committee shall consist of two (2) or more Primary Members Representatives who are current members of the Board and are not currently seeking re-election to the Board of Directors.

1.2: The Chairperson of the Nominating Committee shall be selected in accordance with Article IX, Section 1.

SECTION 2: APPOINTMENT

2.1: The Nominating Committee shall be appointed by the Board of Directors on an annual basis.

SECTION 3: POWERS

The Nominating Committee shall review the qualifications of all eligible candidates for positions on the Board of Directors and shall propose to the members of the Corporation the names of nominees to fill the existing vacancies in the Board of Directors. The Nominating Committee shall administer nominating procedures and policies.

SECTION 4: QUORUM

A majority of the members of the Nominating Committee eligible to vote shall constitute a quorum.

ARTICLE IX: COMMITTEES

SECTION 1: STANDING COMMITTEES

The standing committees of the Corporation shall include the Executive Committee, the Nominating Committee and the Membership Committee. The Chairman of the Board, with the consent of the Board of Directors, shall appoint the chairpersons of the Membership and Nominating Committee. At least two members of each standing committee must be members of the Board of Directors.

SECTION 2: OTHER COMMITTEES

The Board of Directors may create such other committees as may be deemed desirable and may delegate such duties and powers to the committees, as the Board of Directors deems necessary and proper.

ARTICLE X: OFFICERS

SECTION 1: COMPOSITION

The Officers of the Corporation shall be current members of the Board of Directors and shall consist of the Chairman of the Board, the Vice Chairman of the Board, Secretary, Treasurer and the President. Other officers and assistant officers, such as Vice President, which may or may not be members of the Board, may also be added as deemed necessary by the Board of Directors. All Officers shall be individuals representing Primary Members in one of the spa categories elected by the Board of Directors and shall hold office at the pleasure of the Board of Directors.

SECTION 2: CHAIRMAN OF THE BOARD

The Chairman of the Board shall be the principal elected Officer of the Corporation, shall preside at all meetings of the Board of Directors or the members of the Corporation and shall perform such other duties as are necessary and incident to the Office of the Chairman of the Board or as may be prescribed by the Board of Directors.

SECTION 3: VICE CHAIRMAN OF THE BOARD

The Vice Chairman of the Board shall assume the duties of the Chairman of the Board in the absence of the Chairman of the Board. Should the Office of Chairman of the Board become vacant by reason of death, resignation or otherwise, the Vice Chairman of the Board shall assume the duties of the Office of the Chairman of the Board as acting Chairman of the Board for the un-expired term.

SECTION 4: SECRETARY

The Secretary shall attend all meetings of the Board of Directors and its Executive Committee, and all meetings of the members and record all the proceedings of these meetings of the Corporation. He or she shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chairman of the Board, under whose supervision he or she shall be.

SECTION 5: TREASURER

The Treasurer shall be the principal elected financial officer of the Corporation and shall cause to be kept the financial books and records of the Corporation; shall keep himself or herself fully informed of the financial standing of the Corporation; shall make regular reports to the Board of Directors.

SECTION 6: PRESIDENT

The President shall be the Chief Executive Officer of the Corporation with responsibility for the management and direction of day-to-day operations, programs, activities and affairs of the Corporation. The President shall function within the framework of policy aims and programs as determined by the Board of Directors. The President shall represent the Chairman of the Board and the Vice Chairman of the Board respectively in their absence at all meetings of the Board of Directors or the members of the Corporation and shall perform such duties as may, from time to time, be prescribed by the Board of Directors or these bylaws.

ARTICLE XI: MEETINGS

SECTION 1: MEETINGS OF MEMBERS

1.1: The annual meeting of members of the Corporation shall be held in each calendar year on such date and at such place as shall be designated by the Chairman of the Board.

1.2: Special meetings of the Corporation may be called at any time by the Chairman of the Board, by a majority of the Board of Directors or by members having at least one-twentieth (1/20) of the votes entitled to be cast at such meeting. Special meetings shall be held at such time and place as may be designated by the person(s) calling the meeting.

1.3: The Secretary shall give written notice of the date and place of any meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, to the members not less than ten (10) or more than fifty (50) days prior to the date of the meeting.

1.4: At any meeting of the members of the Corporation the presence in person or by proxy of Primary Members entitled to cast one-fourth (1/4) of the total number of votes entitled to be cast shall constitute a quorum for the transaction of business.

SECTION 2: MEETINGS OF THE BOARD OF DIRECTORS

2.1: The Board of Directors shall convene a regular meeting prior to the annual meeting of the members for the purpose of electing Officers and appointing members of the Executive Committee.

2.2: The Board of Directors shall meet not less than twice in a calendar year.

2.3: The Board of Directors shall meet upon the call of the Chairman of the Board or upon the call of a majority of the Directors at a time and place to be designated by the Chairman of the Board.

2.4: The Secretary shall give notice of the date and place of a meeting of the Board of Directors to the members of the Board not less than ten (10) days before such date.

2.5: Notice requirements as provided in this Section may be waived in writing by those entitled to receive notice.

2.6: Special meetings of the Board of Directors may be called by the Chairman of the Board with five (5) days written notice to each Director, delivered either personally or by mail. The Chairman of the Board shall call special meetings of the Board of Directors in like manner and on like notice upon the written request of at least one-third of the members of the Board of Directors.

2.7: The Chairman of the Board may, in special or emergency situations, submit issues to the Board of Directors for a vote by mail, under such notice and procedures as the Chairman of the Board shall determine. Any action so taken must be taken by all of the members of the Board and shall be evidenced by one or more written consents stating the action taken, signed by each Director and included in the minutes of meetings of the Board of Directors.

SECTION 3: MEETINGS OF THE EXECUTIVE COMMITTEE

3.1: The Executive Committee shall meet not less than twice in a calendar year.

3.2: The procedure and notice requirements to convene meetings of the Executive Committee shall be as required for meetings of the Board of Directors, except that a special meeting of the Executive Committee shall be called on the written request of three or more Executive Committee members and notice of any special meeting of the Executive Committee to be held by telephone conference call may be given by telephone no later than twenty-four hours before such meeting.

ARTICLE XII: MEMBERSHIP DUES

SECTION 1: AMOUNT

The Board of Directors, from time to time, shall fix the membership dues of the various classes of members. All membership dues are non-refundable.

SECTION 2: NON-PAYMENT OF MEMBERSHIP DUES

Membership in the Corporation may be terminated for non-payment of dues under such rules and regulations as the Board of Directors may adopt.

ARTICLE XIII: CHECKS, CONTRACTS, LOANS & DEPOSITS

SECTION 1: CHECKS, NOTES, NEGOTIABLE INSTRUMENTS

The checks and orders for the payment of monies, notes and negotiable instruments of the Corporation shall be signed by the Chairman of the Board or (upon delegation of such authority by the Chairman of the Board) by the Treasurer, or by such other Officer or Officers as may be designated by the Board of Directors. The Board of Directors may set limits upon the amount of any checks and orders for the payment of monies, notes or negotiable instruments of the Corporation, or require multiple or additional signatures for such instruments, or authorize additional persons to sign such instruments.

SECTION 2: CONTRACTS

The Board of Directors may authorize any Officer or Officers, agent or agents to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 3: LOANS

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instance.

SECTION 4: DEPOSITS

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select or otherwise invested as the Board of Directors deems necessary and appropriate.

ARTICLE XIV: DISSOLUTION AND LIQUIDATION

Upon termination, dissolution or winding up of the Corporation, any assets that remain after payment or provision for payment of all its liabilities, debts and obligations shall be distributed by the Board of Directors in the manner determined by the Board. Notwithstanding the foregoing, assets of the Corporation shall not be distributed in a manner inconsistent with any requirements or limitations applicable to an organization described in Section 501(c)(6) of the Internal Revenue Code.

ARTICLE XV: INDEMNIFICATION OF OFFICERS AND DIRECTORS

To the extent permitted by law every Director or Officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including attorneys' fees, reasonably incurred or imposed upon such Director or Officer in connection with any proceeding to which such Director or Officer may be made a party, or in which such Director or Officer may become involved, by reason of such Director's or Officer's being or having been a Director or Officer of the Corporation, or in connection with any settlement thereof, whether or not such Director or Officer is a Director or Officer at the time such expenses are incurred, except in cases wherein the Director or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office. Provided, however, that in the event of a settlement the indemnification herein shall apply only to the extent permitted by law and when the Board of Directors approves such settlement and reimbursement as being in the best interest of the Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of the rights to which such Officer or Director may be entitled under the Articles of Incorporation of the Corporation and all other rights to which such Director or Officer may be entitled.

ARTICLE XVI: AMENDMENTS

These Bylaws may be amended by three-fourths (3/4) vote of the entire Board of Directors.