USTOA VOTES TO AMEND BYLAWS

Whistler, BC – December 9, 2002 – The USTOA Active membership today adopted amendments to the association’s bylaws that modify corporate governance procedures, clarify the definition of tour operator and update certain membership requirements.

Corporate Governance

The new bylaws impose supermajority voting requirements on the Executive Committee, formalize the financial Compliance Committee, Marketing Committee and Nominating Committee as Standby Committees, clarify the requirements of the Immediate Past Chairman as a Board Member and establish eligibility requirements for representatives of Members.

Definition of Tour Operator Updated

Under the new bylaws, the definition of a tour operator has been revised. A tour operator, for purposes of USTOA membership, is a company whose main business is the planning, packaging, selling, marketing and promotion of multiple vacation elements, including air or surface transportation arrangements combined with land accommodations. Suppliers primarily engaged in providing accommodations, such as owners or operators of hotels, resorts and cruise lines, are not included within the revised definition of Tour Operators. The previous requirement that the member’s product be commissionable to retail travel agents was left unchanged.

Membership Levels

The new rules update the minimum volume requirement for membership to 7,500 passengers or $7.5 million sales volume annually, up from the 3,000 passengers or $3 million volume annually that had existed for almost 10 years. The dollar amount is based on minimum land tour volume packaged and operated by the tour operator itself, exclusive of any revenue from air consolidation or cruise line operations.

Consumer Protection Plan

USTOA’s $1 Million Consumer Protection Plan will continue to be a condition of membership, notes Bob Whitley, USTOA President. "As an organization USTOA continues to set an industry standard by having the most comprehensive, highest consumer protection plan in place. Individual USTOA members who wish to add to their consumer protection plans by setting aside their own escrow accounts or making additional arrangements are encouraged to do so," he adds.

The new requirements go into effect immediately. Other stipulations, such as minimum $1 Million Liability insurance, adherence to the organization’s Code of Ethics, and references from 18 different companies, remain unchanged.

Text of Changes to Bylaws

USTOA’s new bylaws define "Tour Operator" to mean an entity, all or a substantial portion of whose business regularly and customarily consists of planning, arranging, marketing and selling land tours/packages which combine transportation by air or surface with land arrangements for which accommodations and related services and reservations are secured and coordinated by such entity and for which such entity produces literature promoting the tours/packages and which tours/packages are commissionable to retail agents.

A qualifying tour operator must "operate tours totaling a minimum of seven thousand five hundred (7,500) passengers a year, or seven million five hundred thousand dollars ($7,500,000) to be adjusted every three (3) years according to the CPI, of land tour volume per year, which minimum land tour volume must be packaged and operated by such Tour Operator and cannot be purchased from another U.S. tour operator or tour packaging enterprise and shall not include revenue from consolidation or cruise line operations. The Membership Committee may request the confirmation of the land tour volume by an independent certified public accounting firm where it deems necessary or appropriate.

Active Members are required to participate in the USTOA $1 Million Consumer Protection Program, which consists of:

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