Bylaws - Meeting Professionals International Dallas/Fort Worth ...

CHAPTER MINIMUM BYLAWSFebruary, 2009ARTICLE I. NAME AND LOCATIONSection 1.Section 2.Section 3.Section 4.The name of this organization should include Meeting ProfessionalsInternational (Name of Chapter) Chapter (“Chapter”), a not for profitcorporation, incorporated in the state/province of(State/Province/Country).The (Name of Chapter) operates as a chapter of MEETINGPROFESSIONALS INTERNATIONAL subject to all policies, rules,practices, procedures, regulations, and bylaws made applicable byMPI to its chapters, regardless of the Chapter’s specific acceptance ofany of the above and the time such are adopted by MPI. In theseBylaws, all articles and sections pertain to the "Chapter" unlessspecifically designated "MPI.The geographical area covered by the Chapter shall include thoseareas as defined by Meeting Professionals International.The offices will be located by decision of the Chapter Board ofDirectors.ARTICLE II. OBJECTIVESSection 1.The objectives of the Chapter shall be the same as those set forth inMPI’s Chapter Policy Manual and as stated in the Chapter’s Articles ofIncorporation.ARTICLE III. MEMBERSHIPSection 1.Section 2.Chapter and MPI membership is concurrent. Individuals who aremembers of MPI shall also be considered members of their chapter ofchoice. The terms of membership of both MPI and its chapters shallrun concurrently.Membership qualifications and classification shall be as described inthe current MPI Bylaws. Any member in good standing of MPI iseligible to become a member of the chapter regardless of geographicarea or location of business.

Chapter Minimum BylawsApproved June 2009Section 3.Section 4.Rights and Responsibilities. All members and classes of membersshall have such rights and responsibilities as these bylaws and theMPI Board of Directors may determine from time to time.Removal, Reinstatement and Resignation. Renewal and resignationof members and reinstatement of former members shall be defined inthe current MPI bylaws and MPI Policy Manual.ARTICLE IV. DUESSection 1.Dues and Fees, Delinquencies and Cancellations. Refunds shall beas defined in the current MPI Bylaws and MPI Policy Manual.ARTICLE V. MEETINGS OF MEMBERS AND VOTINGSection 1.Section 2.Section 3.Section 4.Section 5.Regular Meetings. Regular meetings will be held at times and placesas determined by the Board of Directors.Annual Meeting. The Annual Meeting shall be held at such place anddate as may be determined by the Board of Directors. Officers andDirectors shall be installed at such meetings, and reports shall besubmitted. The Annual Meeting must be held prior to June 30 of eachfiscal yearSpecial Meetings. Special meetings may be called by any officer ofthe chapter within thirty (30) days of receipt of written request signedby at least twenty percent (20%) of the Chapter members. Thebusiness to be transacted at any Special Meeting shall be stated inthe notice thereof.Meeting Notices. Written notice of all meetings shall be sent by mail,facsimile or electronic media to the last known address of eachmember at least twenty (20) days and not more than sixty dayspreceding the meeting.Voting at Meetings. At all meetings of the Chapter, each member shallhave one (1) vote, and may take part and vote in person only. Unlessotherwise specifically provided by these Bylaws, a majority vote ofthose members present and voting shall govern.Page 2

Chapter Minimum BylawsApproved June 2009Section 6.Section 7.Section 8.Section 9.Voting by Mail, Facsimile or Electronic Media. (Proposals to beoffered to the membership for mail, facsimile or electronic voting, shallfirst be approved by the Board of Directors unless the proposals areendorsed by at least twenty percent (20%) of the voting members, inwhich case, Board approval shall not be necessary). In such a vote,no less than ten percent (10%) of all members eligible to vote shallcast a ballot to constitute a valid action and a majority of those votingshall determine the action. Additionally, Board approval is notnecessary for election ballots.Cancellation of Meetings. The Board, with or without cause, maycancel or postpone any regular meeting or Annual Meeting for cause.If the Annual Meeting is postponed, provision must be made to hold itwithin thirty (30) days from postponement.Quorum of Members: At an annual or special meeting of members, aquorum shall consist of ten percent (10%) of members then entitled tocast a vote, represented in person or by proxy. In the event a quorumis not present, those in attendance may adjourn the meeting until aquorum is present without further notice. If a quorum is present, theaffirmative vote of a majority of the yes/no votes present and voted,either in person or by proxy, shall be the act of the members unlessthe vote of a greater number is required by the laws of state, provinceor country, the articles of incorporation or these bylaws.Rules of Order. The meetings and proceedings of the Chapter shallbe regulated and controlled according to the most current Robert'sRule of Order for parliamentary procedure, except as may beotherwise provided by these Bylaws.Section 10.Chapter elections shall be pursuant to the current policies by MPI.ARTICLE VI. OFFICERSSection 1.Section 2.Section 3.Elected Officers. The elected officers of the Chapter shall be aPresident, President-elect, Immediate Past President, Vice PresidentFinance, Vice President Membership, Vice President Education, andVice President Communications to be elected by the membership asprescribed by MPI Bylaws and MPI Policy Manual and to serve untiltheir successors have been duly elected and have assumed office.Eligibility. Any member, of the chapter and MPI, in good standing iseligible for nomination and election to any elective office. It ispreferable that the member have served on the Board of Directors fora minimum of one yearNomination and Election. The Immediate Past President shall chairand appoint a Governance and Nominating Committee according tothe procedures as provided in these Bylaws for the purpose ofPage 3

Chapter Minimum BylawsApproved June 2009nominating a slate of Officers and Directors. Elections shall beconducted and submitted to MPI Headquarters by April 1. Theexecutive committee shall also approve proposed governance andnominating committee prior to activities.Section 4.Section 5.Section 6.Term of Office. Each elected officer shall take office July 1 and shallserve for a term of one (1) or two (2) years or until his/her successoris duly elected and installed. Each elected officer shall serveconcurrently as a member of the Board of Directors and as a memberof the Executive Committee.Term of office and Re-election.. .No elected officer having served one(1) full term shall be eligible for re-nomination and re-election to thesame office until at least one (1) year has elapsed from the expirationof the prior term. If selected to fill an unexpired one year term, suchterm shall not be considered for such purposes of determiningeligibility for re-election.Vacancies-Removal. Vacancies in offices due to death, resignation, orother causes may be filled for the balance of the term by a majorityvote of the Board of Directors at any regular Meeting. The Board ofDirectors, at its discretion, may remove any officer by a two-thirds(2/3) vote of all members of the Board. However, a vacancy in theoffice of Immediate Past President shall be filled for the balance of theterm by the last Immediate Past President willing to serve. A vacancyin the office of President shall be filled for the balance of the term bythe President-elect or Immediate Past President, whichever isdetermined by a majority vote of the Board of Directors. A vacancy inany Vice President position shall be determined by a majority vote ofthe Board of Directors.ARTICLE VII. DUTIES OF OFFICERSSection 1.President. The President shall serve as chairman of both the Board ofDirectors and the Executive Committee. The President shall alsoserve as a member, ex-officio, with right to vote on all committeesexcept the Governance and Nominating Committee. The President ordesignee will serve as a member of the International Council ofChapter Presidents.At the Annual Meeting and at such other times, the President shallcommunicate to the members such matters and make suchsuggestions that will promote the welfare and increase the usefulnessof the Chapter. The President shall perform such other duties as or asmay be prescribed by the Board of Directors.Section 2.President-elect. The President-elect shall preside at all meetings inthe absence of the President, work with officers to ensure chapterminimum standards are met, develop leadership succession planningstrategies for chapter and shall perform such other duties that may bedelegated by the President and/or the Chapter Board of Directors.Page 4

Chapter Minimum BylawsApproved June 2009Section 3.Section 4.Immediate Past President. The Immediate Past President shall serveas the Governance and Nominating Committee Chair, ensuringcompliance and support of chapter bylaws and policy, and shallperform other duties that may be delegated by the President and/orthe Chapter Board of Directors.Vice President Finance. The Vice President Finance shall oversee theChapter's funds and financial records. The VP Finance shall overseecollection of all funds and/or assessments; shall establish properaccounting procedures for the handling of funds; and shall beresponsible for keeping the funds in such banks, trust companies,and/or investments as are approved by the Executive Committee.The Vice President Finance shall report on the financial condition ofthe Chapter at all meetings of the Board of Directors and at othertimes when called upon by the President. The Vice President Financeshall file Chapter tax reports to MPI (US Chapters only), the InternalRevenue Service and state/province agencies as required.Section 5.Section 6.Section 7.Section 8.Vice President Membership. The Vice President Membership shalloversee new member recruitment, new member orientation, memberrecognition programs, scholarships and Chapter retention. The VicePresident Membership will access membership reports including newmembers and retention from the MPI database and report at allmeetings of the Board of Directors and at other times when calledupon by the President.Vice President Education. The Vice President Education shall overseethe educational offerings of the Chapter, to include program planningand educational alignment with the MPI strategic plan. The VicePresident Education shall also oversee registration, logistics, contentand speaker sourcing for all meetings. The Vice President Educationwill report at all meetings of the Board of Directors and at other timeswhen called upon by the President.Vice President Communications. The Vice President Communicationsshall oversee the chapter communications. Vice President ofCommunications will oversee the timely communications as needed toprovide effective newsworthy information to the membership. Inaddition, the Vice President Communications shall oversee theproduction of the chapter newsletter, directory and website, theircontent and accuracy, and all written communication that is providedby the chapter both internally and externally. The Vice PresidentCommunications shall also ensure that all written communicationsfollows the chapter Strategic Plan currently in place. The VicePresident Communications will report at all meetings of the Board ofDirectors and at other times when called upon by the President.Delegation of Duties. Duties of officers may be delegated to otherpersons by the Board of Directors.Page 5

Chapter Minimum BylawsApproved June 2009ARTICLE VIII. BOARD OF DIRECTORSSection 1.Section 2.Authority and Responsibility. The governing body shall be the Boardof Directors. The Board is responsible for reviewing and approvingthe organization’s strategic plans. The Board oversees financialintegrity and monitors performance against achievement of strategyand long-term vision. The Board shall be responsible for the hiringand continual performance assessment of paid staff. The Board shallhave other powers and authority as granted to it by these bylaws.Composition. The Board of Directors shall consist of the President,President-elect, Vice President Finance, Vice President Membership,Vice President Education, Vice President Communications,Immediate Past President, and any other positions the chapter deemsnecessary to conduct chapter business.Section 3.Eligibility. Any member, of the chapter and MPI, in good standing iseligible to be a member of the Board of Directors.Section 4. Nomination and Election. The Governance and NominatingCommittee shall be chaired by the Immediate Past President. TheGovernance and Nominating Committee shall solicitrecommendations and shall act in accordance with MPI Bylaws andMPI Policy Manual.Section 5.Section 6.Section 7.Section 8.Section 9.Term of Office and Re-election. Directors take office July 1 and servetwo (2) years or until their successors assume office. Directors maybe re-elected for one (1) additional term, and after two (2) successiveterms are not eligible for another term until at least one (1) year haselapsed. A Directors term in office is measured by years of service notthe position they hold.Vacancies and Removals. Vacancies in any elective position may befilled for the balance of the term by a majority vote, or at the discretionof, the Board of Directors. Any Officer or Director may be removedfrom office for cause by a two-thirds (2/3) vote of all members of theBoard.Meetings. Meetings of the Board are to be held a minimum of onceper quarter at times and places as determined by the Board ofDirectors and will be open for attendance by any Chapter member ingood standing.Voting. Voting rights of a Director shall not be delegated to anothernor exercised by a proxy.Quorum. A majority of the Board constitutes a quorum for thetransaction of the business of the Board and any such businessPage 6

Chapter Minimum BylawsApproved June 2009(unless otherwise precluded by these Bylaws) thus transacted shallbe valid providing it is affirmatively passed by a majority of thosepresent.Section 10.Section 11.Absences. Any director, including elected officers, who has beenabsent from one (1) regular meeting of the Board of Directors shallrequest an excused absence from the president. If the director missesthe next Board of Directors meeting, the director shall be deemed tohave resigned from the Board of Directors and the vacancy shall befilled as provided by these bylaws, unless a further excused absencefor extraordinary reasons shall be granted by the members of theBoard of Directors.Compensation. Directors and elected Officers shall not receive anycompensation for their service as an MPI Chapter Officer/Director.ARTICLE IX. EXECUTIVE COMMITTEESection 1.Section 2.Section 3.Section 4.Section 5.Authority and Responsibility. The Executive Committee may act inplace and stead of the Board of Directors between Board Meetings onall matters, except those specifically reserved to the Board by theseBylaws, pursuant to delegation of authority to such committee by theBoard of Directors. Actions of the Executive Committee shall bereported to the Board for ratification by mail, facsimile, electronicmedia or at the next Board meeting.Composition. The Executive Committee of the Chapter shall be thePresident, President-elect, Immediate Past President, Vice PresidentFinance, Vice President Membership, Vice President Education, andVice President Communications.Vacancies. Any vacancy occurring on the Executive Committee shallbe filled in the manner as prescribed in Article VI, Section 6 of theseBylaws. Any Executive Committee member appointed to fill a vacancyshall serve the unexpired term.Meetings. The Executive Committee meets at the call of the Presidentor at the request of two (2) members of the Committee.Quorum. A majority of the Executive Committee constitutes a quorumfor the transaction of business of the Executive Committee and anysuch business actions of the Executive Committee shall be reportedto the Board of Directors for ratification by mail or at the next BoardMeeting.ARTICLE X. OTHER COMMITTEESSection 1.Audit and Finance Committee. The Audit and Finance Committeeshall be the Executive Committee as determined in Article IX Section2. The VP Finance shall serve as chairman. The Committee shallPage 7

Chapter Minimum BylawsApproved June 2009assist the Board of Directors in fulfilling its oversight responsibilitiesrelating to the quality and integrity of the “Chapter’s” financialreporting processes and accounting practices and the performance,qualifications, and independence of the “Chapter’s” independentauditors.Section 2.Section 3.Governance and Nominating Committee. The Governance andNominating Committee shall assist the Board of Directors in fulfillingits oversight responsibilities relating to developing and implementingsound governance policies as well as the nomination process fordirectors and officers. The Immediate Past President shall chair theGovernance and Nominating Committee. The remaining members ofthe Governance and Nominating Committee shall be appointed by thechair with the approval of the Executive Committee. There shall be noless than four (4) members including the chairman.Special Committees. The President, in accordance with the policiesapproved by the Board of Directors, shall appoint such othercommittees, subcommittees, or task forces as are necessary andwhich are not in conflict with other provisions of these Bylaws. Theduties of such committees shall be prescribed by the Board ofDirectors.ARTICLE XI. PAID STAFF ADMINISTRATORSSection 1.Paid staff administrators may be employed by the Board of Directorsto serve at its discretion. Duties and compensation shall bedetermined by the Board. Employment and discharge of paid staffadministrators shall require a majority vote of the Board of Directors.ARTICLE XII. FINANCESection 1.Section 2.Section 3.Section 4.Fiscal Period. The fiscal period of the Chapter shall be July 1 - June30.Insurance. All Chapters shall maintain General Liability, Directors &Officers Liability, Employment Practice Liability insurance coveragethrough MPI International.Budget and Annual Financial Reports. With recommendation of theAudit and Finance Committee, the Board of Directors in advance ofthe next fiscal period shall adopt an annual operating budget coveringall Chapter activities. The VP Finance shall furnish a financial reportfor the year just completed to the Board of Directors, MPI and theChapter membership within ninety (90) days following the end of eachfiscal period.Audit. The accounts of this Chapter shall be reviewed not less thanannually by a Certified or Chartered Public Accountant or a committeePage 8

Chapter Minimum BylawsApproved June 2009of no fewer than two qualified individuals who do not have anyfinancial authority within the Chapter and who shall be recommendedby the Board within thirty (30) days following the completion of eachfiscal period.ARTICLE XIII. MISCELLANEOUSSection 1.Section 2.Operation and use of funds. The Chapter shall be organized andoperated exclusively within the meaning of Section 501 (c) (3) of theUS Internal Revenue Code of 1986 as amended, (or thecorresponding provision of any future United States Internal RevenueLaw, Canadian Law, European Union Law, or other jurisdiction inwhich MPI may have chapters) and no part of the net earnings of theChapter shall inure to the benefit of any Director, Officer, member orother private person, except the Chapter shall be authorized andempowered to pay reasonable compensation for services rendered.Dissolution. Funds are to be used only to accomplish the objectivesand purposes specified by the Chapter and no part of such funds shallinure or be distributed to Chapter members.On dissolution of the Chapter or a determination by MPI that theChapter is no longer eligible to be an MPI chapter, any funds and allrecords/files are to be returned to MPI and the Chapter shall no longerindicate or imply any affiliation with MPI.Section 3.Section 4.Political Activities. The Chapter shall not contribute any of its earningsor property or provide any endorsement or service for any politicalcandidate, committee, party or organization.Indemnification. To the fullest extent allowed by the laws of the state,province, and/or country governing the chapter, the Chapter shallindemnify and hold harmless each person who is now, or shallhereafter serve as a Director, Officer, employee, or agent of theChapter from and against any and all claims and liabilities, whetherthe same are settled or proceed to judgment, to which such personshall have become subject by reason of his or her having heretoforeor hereafter been a Director, Officer, employee, or agent of theChapter, or by any reason of any action alleged to have beenheretofore or hereafter been a Director, Officer, employee, or agent ofthe Chapter.ARTICLE XIV. AMENDMENTSSection 1.These Bylaws may be amended by a two-thirds (2/3) vote of returnedmail, facsimile, or electronic media ballots, provided no less than tenpercent (10%) of all members eligible to vote shall cast a ballot andthe proposed change has been sent in writing to the members thirty(30) days prior to the ballot deadline.Page 9

Chapter Minimum BylawsApproved June 2009Section 2.Section 3.Amendments may be proposed by the Board upon its own initiative orupon petition of at least ten percent (10%) of the Chapter membersaddressed to the Chapter Board. All such proposed amendmentsshall be presented to the membership by the Board of Directors withor without recommendation.The Chapter must accept the MPI Minimum Chapter Bylaws. Alladditions, deletions and changes must be approved in advance by thePresident/CEO of MPI or his or her delegate with the exception ofname changes or territorial boundaries, which must be approved bythe Board of Directors of MPI prior to being submitted to the Chaptermembership for approval.Page 10