Bylaws of the Greater Midwest Chapter of the Professional Convention Management Association
Last Updated November 5, 2014 – Revised 06/15/20
ARTICLE I NAME
The name of this organization is the “Greater Midwest Chapter of the Professional Convention Management Association” and will be referred to as the “Chapter” in these bylaws.
Section 1. The principal purpose of this Chapter shall be to promote the goals and purposes of the Professional Convention Management Association, within the region of the Greater Midwest Chapter.
ARTICLE III MISSION
The mission of the Greater Midwest Chapter of the Professional Convention Management Association shall be to serve the association community by enhancing the effectiveness of meetings, conventions, and exhibition through member and industry education and to promote the value of the meetings industry to the general public.
ARTICLE IV MEMBERSHIP
Section 1. All PCMA members whose business address is in the territory of the Chapter shall automatically become members of the Chapter unless the member notifies the PCMA headquarters office in writing of his or her desire to become affiliated with a Chapter other than the Chapter located in their home territory. PCMA members may be affiliated with more than one Chapter for an additional fee.
Section 2. All Chapter members will be classified in accordance with the PCMA member classifications set forth in PCMA bylaws. A Chapter member is considered to be in good standing if that member is in good standing with PCMA.
ARTICLE V DUES
Section 2. PCMA Chapter dues will be assessed and collected annually by PCMA and will be considered delinquent if not paid within sixty (60) days from the due date. Chapter’s portion of dues payment will be rebated by PCMA in accordance with procedures established by the PCMA Board of Directors.
Section 3. There will be no refunds of membership dues to any member whose membership has been terminated for any reason.
ARTICLE VI MEMBERSHIP MEETINGS AND VOTING
Section 1. MEETINGS. The Chapter shall hold an Annual Meeting in each calendar year at the time and place to be fixed by the Board of Directors. Special Meetings of the Chapter may be called at any other time by the President, at the request of a majority of the Board of Directors, or upon the written petition of ten percent (10%) of the members in good standing. Non-members may not attend the Chapter Board meetings except as an invited guest of the Board of Directors.
Section 2. NOTICE. At least thirty (30) days advance notice, in writing, of the time and place of each Annual and Special Meeting, shall be given by mail, postage prepaid, or facsimile or email announcement addressed to each member at the address on the records of the Chapter. In the case of special meetings, the notice shall also specify specific purpose(s) for which the meeting is called.
Section 3. QUORUM. At any annual or special meeting of the members of this Chapter, a quorum shall consist of ten percent (10%) of members in good standing.
Section 4. VOTING. At all meetings of the membership, each member in good standing shall have one (1) vote; but may take part and vote in person only, proxy voting is not permitted. Unless otherwise specifically provided by these Bylaws, a majority vote of those members present and voting shall govern. A majority being a number more than half of the total number, providing that a quorum is present.
Section 5. VOTING BY MAIL OR EMAIL. Any pending matters of business, or any proposals under consideration, may by a majority vote of the Board, be submitted to the membership for a mail vote or email vote. To constitute valid action on any mail vote or email vote, no fewer than twenty percent (20%) of all members in good standing shall have cast a ballot, and a majority of those voting shall govern. A majority being a number more than half of the total number. These procedures are not applicable for chapters whose state/province of incorporation prohibits such voting procedures.
ARTICLE VII OFFICERS AND DIRECTORS
Officers & Directors, Section 1 b Officers, recommended headquarter policy has been adapted. Directors and Officers must be removed from office in accordance with applicable state and provincial law.
Section 1. (a) OFFICERS. The officers of this Chapter shall be the President, the President-elect, the Immediate Past President, the Secretary and the Treasurer. All of the officers must be members of PCMA in good standing, and must have been members in good standing for a minimum of one year before assuming office.
(b) DIRECTORS. The Board of Directors shall consist of the President, the President-Elect, the Secretary, the Treasurer, the Immediate past President; three (3) Professional member Directors and three (3) Supplier Partner member Directors, who shall be PCMA members in good standing.
Section 2. (a) TENURE OF OFFICERS AND DIRECTORS. Officers and Directors shall assume office at the beginning of each calendar year. The President and President-Elect shall each hold office for one (1) year and shall not succeed themselves. The Secretary and Treasurer shall each hold office for two (2) years and shall not succeed themselves. The Immediate past President shall serve a one (1) year term.
(b) Each of the six (6) elected directors shall serve staggered terms of two (2) years or until their successors are duly elected and qualified. Directors may serve more than one (2) two-year term, however not in succession.
(c) The period of time an officer or director is required to serve, to complete an unexpired term of another officer or director, shall not be included in the calculation of the term limitations set forth in these Bylaws.
(d) Officers and directors shall serve without compensation, although the Board may, at its discretion, reimburse officers and directors for reasonable expenses incurred in the performance of their duties associated with their office.
Section 3. (a) VACANCY. In the event of a vacancy in the office of the President, by death, resignation, removal, or expiration of tenure, the President-Elect shall automatically succeed to the Presidency.
(b) Permanent vacancies in any other elective office or director position may be filled, for the balance of the term, by the Board at any regular or special Board meeting. An officer or director selected to fill a vacancy shall serve until the expiration of the term in which the vacancy occurred, or until the next annual election of officers, whichever occurs first.
(c) Temporary vacancies in any other elective office or director position may be filled, for the period of the vacancy, by the Board at any regular or special Board meeting. An officer or director selected to fill a temporary vacancy shall serve until the individual returns to their duties, or until the expiration of the term in which the vacancy occurred, or until the next annual election of officers and directors, whichever occurs first.
Section 4. REMOVAL. The Board of Directors may by a two-thirds vote of its members remove any officer or director from office who is guilty of neglect of duty, improper conduct, violation of these Bylaws or other causes. Prior to voting on an expulsion the Board shall give the director or officer notice of the reasons for expulsions and an opportunity to appear before the Board for a due and proper hearing. Directors and Officers must be removed in accordance with applicable state or provincial law.
ARTICLE VIII DUTIES OF OFFICERS
Section 1. (a) THE PRESIDENT. The President shall be the chief elected officer and the official spokesperson for the Chapter, and shall preside at all meetings of the Board and membership. He/she must either be a Professional member or Supplier Partner member of PCMA and must be a member in good standing.
(b) The President shall make all committee appointments, as provided in these Bylaws, and shall be an ex officio member for discussion support purposes only on all committees except the Nominating Committee, unless otherwise specified.
(c) The President may make and sign contracts and agreements in the name of the Chapter, with approval of the Chapter Board and in accordance with guidelines promulgated by the PCMA Board of Directors.
Section 2. (a) THE PRESIDENT-ELECT. The President-Elect shall be a member of the Board, and shall have such other powers, and perform such other duties, as the President and/or the Board may prescribe. He/she must either be a Professional member or Supplier Partner member of PCMA in and must be a member in good standing. Prior to assuming the office of President, the President-elect may appoint standing and special committees to serve during his/her term.
(b) In the absence of the President, the President-Elect shall be the presiding officer.
Section 3. (a) THE TREASURER. The Treasurer shall be a member of the Board and shall have charge of and be responsible for the funds and securities of the Chapter. All financial decisions, including deposits or investments shall be in accordance with the instructions and directions of the Board. He/she must either be a Professional member or Supplier Partner member of PCMA in must be a member in good standing.
(b) The Treasurer shall oversee the collection of all Chapter membership dues and assessments from PCMA, establish proper accounting procedures and maintain books and records of account covering all financial transactions of the Chapter, and shall render to the Board, Internal Revenue Service, the state and city taxing authorities, and PCMA, such financial statements and/or filings as may be from time to time requested.
(c) The Treasurer shall report periodically to the Board the financial condition of the Chapter, and shall make a detailed financial report to the membership at its Annual Meeting. If at the direction of the Board, the Treasurer shall annually submit all accounts and financial transactions for audit to a firm of Certified Public Accountants selected by the Board.
(d) The Treasurer shall have such additional powers and duties as may be prescribed by the President and/or the Board.
Section 4. (a) THE SECRETARY shall be a member of the Board and shall be responsible for providing notice of meetings and the preparation and maintenance of meeting minutes of all Chapter and Board meetings. He/she must either be a Professional member or Supplier Partner member of PCMA and must be a member in good standing.
(b) Be the custodian of, or designate a custodian of, the legal papers and documents, business records and the corporate seal of the Chapter.
(c) Have the authority to designate as true and correct copies of the Bylaws, resolutions and minutes of the Board of Directors and other committees, and other documents of the Chapter.
(d) He/she shall have such other powers, and perform such other duties, as the President and/or the Board may prescribe.
Section 5. CHAPTER ADMINISTRATOR. Some or all of the duties listed above may be delegated by the Board of Directors to the Chapter administrator. The Chapter administrator may not hold office or vote.
ARTICLE IX BOARD OF DIRECTORS
Section 1. AUTHORITY. The Board of Directors shall be the principal governing body of the Chapter and, as such, shall exercise full supervision and control over all its business affairs. Without in any way limiting such powers of supervision and control, they shall include the following: to create committees and specify their duties and responsibilities; to review and approve all financial matters including budgetary forecasts, reports and income and expense statements; to approve all standing and ad hoc committee appointments; to approve all standing and ad hoc committee reports; and generally to transact any and all business of the Chapter not otherwise provided for herein.
Section 2. RULES AND REGULATIONS. The Board may in its discretion adopt rules and regulations for the conduct of its business affairs which it determines will enhance and expedite the performance of its duties.
Section 3. DELEGATION OF POWERS. The Board, whenever it deems it necessary, may delegate to the Executive and Finance Committees certain of its authorized powers and responsibilities.
Section 4. (a) MEETINGS. The Board of Directors shall meet at least quarterly at a time and place determined by the Board.
(b) Special Meetings of the Board may be called initially by the President or upon written petition (either hard copy or combined email message) signed by three (3) directors. They shall be held at such places and on such dates as may be designated in the notices of such meetings. . Notice in writing, either hard copy or email message shall be given to each director, no less than seven (7) days prior to any meeting and shall state the purpose(s) for which the meeting is called.
Section 5. QUORUM. Six (6) directors shall constitute a quorum at any meeting of the Board. Business transacted shall require a majority vote of the directors present, unless a different vote is required by these Bylaws. A majority being a number more than half of the total number, provided that a quorum is present.
Section 6. VOTING BY MAIL, OR FACSIMILE, OR EMAIL. Valid action may be taken by the Board by a mail, or facsimile or email ballot of its members in accordance with applicable state or provincial law, providing at least a majority of all of the directors voted in favor of the action; and it is reported to the Board at its next ensuing meeting and recorded in the minutes thereof.
ARTICLE X EXECUTIVE COMMITTEE
Section 1. COMPOSITION. The Executive Committee shall be composed of the four (4) elected officers and the Immediate Past President.
Section 2. POWERS AND DUTIES. Pursuant to authority delegated to it by the Board, the Executive Committee, during the interval between Board meetings, may act for the Board on all matters of business unless otherwise restricted by these Bylaws. It shall assist the President in the performance of the duties of that office, and shall perform such other assignments as it is directed to do by the Board.
Section 3. MEETINGS. The Executive Committee shall meet at the call of the President, or upon the call of four (4) Committee Members, upon seventy-two (72) hours’ notice given by mail, facsimile or telephone or email message to all members.
Section 4. QUORUM. Three (3) members of the Executive Committee shall constitute a quorum.
Section 5. (a) MANNER OF ACTION. The President shall preside at all meetings of the Executive Committee, and may designate a secretary/treasurer pro-tem to keep the minutes of the proceedings and the business transacted.
(b) Actions of the Committee shall be reported to the Board for ratification at its next meeting.
ARTICLE XI STANDING AND SPECIAL COMMITTEES
Section 1. The Standing Committees of the Chapter shall include: Executive, Finance & Audit, Nominating, –
Section 2. (a) FINANCE AND AUDIT COMMITTEE. The Finance and Audit Committee shall consist of the Executive Committee. The Treasurer shall be the chairperson of the Committee.
(b) It shall be the duty and responsibility of this Committee to suggest ways and means of adding to the total income and revenues of the Chapter. It shall advise the Board on the preparation of the annual budget, and make recommendations to the Board regarding the direction, supervision, conservation and investment of Chapter funds. The committee will supervise any audits of the organization.
(c) The Committee may perform such other powers and duties connected with finances of the Chapter as the Board may from time to time delegate to it.
Section 3. NOMINATING COMMITTEE. The Nominating Committee shall be composed of seven (7) members, of which five (5) members (three Professional members, two Supplier Partner members) are to be appointed and include the Immediate Past President, President and President- Elect. The chairperson shall be the Immediate Past President. The Immediate Past President shall not have a vote on the Nominating Committee but will serve in an advisory capacity only.
Section 13, SPECIAL COMMITTEES. The Board of Directors may create additional committees to promote the objectives, purposes, and activities of the AssociationTheir composition and duties shall be prescribed by the Board.
ARTICLE XII NOMINATIONS AND ELECTIONS
Section 1. (a) By November 1 each year the Nominating Committee shall meet and select one (1) candidate for each elective office and directorship to be filled. The chairperson of the committee shall report the nominations to the President. A notice shall be provided to the membership of the slate of candidates selected by the Nominating Committee.
(b) To be a qualified candidate, all nominees selected by the Nominating Committee, or nominated by petition, must be members of PCMA in good standing for at least one year at the time of nomination as noted in Article VII. No member may hold more than one (1) elective office simultaneously. Past board members are eligible to serve on the Board of Directors again following a one year absence from service on the Board.
(c) Additional nominations for any officer or directorship may be made by written petition signed by ten (10) percent of the membership for an officer or director.
(d) In the event that no petition nominations are received, the slate proposed by the Nominating Committee shall be deemed elected on the 31st day following notification to the membership of the slate.
(e) In the event that qualified candidates are nominated by petition for any office an election shall be conducted by a confidential hard copy mail ballot of the membership. The President shall supervise the counting of the ballots and the candidate receiving the highest number of votes for the office shall be declared elected.
ARTICLE XIII FINANCIAL MATTERS
Section 1. FISCAL YEAR. The fiscal year of the Chapter shall be the calendar year.
Section 2. BUDGET. Upon recommendation of the Finance Committee, the Board of Directors shall adopt an annual operating budget covering all activities of the Chapter, and this budget shall be approved prior to the beginning of the fiscal year.
ARTICLE XIV AMENDMENTS
Section 1. These Bylaws may be amended, revised or repealed by a two-thirds (2/3) vote of the membership present and voting at any duly convened Annual or Special Meeting of the Chapter, provided that written or printed notice of the proposed wording of such amendments and/or revisions has been mailed to the membership at least thirty (30) days before the meeting at which action is to be taken; or by two-thirds (2/3) vote of the membership voting by a thirty (30) day mail, including email, ballot.
Section 2. Amendments may be proposed by the Board on its own initiative, or upon the petition of two- thirds (2/3) of the members in good standing, addressed to the Board. All such proposed amendments shall be presented by the Board to the membership, with or without recommendations, as the Board may determine. All proposed amendments must be submitted to PCMA headquarters for approval a minimum of 60 days before being presented to membership for vote.
ARTICLE XV PARLIAMENTARY AUTHORITY
The meetings and deliberation of the Chapter, its Board and all committees, shall be regulated and controlled according to the then current edition of STURGIS STANDARD CODE OF PARLIAMENTARY PROCEDURE, except as may be otherwise provided in these Bylaws.
LIMITATION OF LIABILITY
Nothing herein shall constitute members of the Greater Midwest Chapter of PCMA as partners for any purpose. No member, officer, agent or employee of this organization shall be liable for the acts or failure to act on the part of any other member, officer, agent or employee of either the Greater Midwest Chapter or PCMA, nor shall any of the members, officers, agents, or employees be liable for their acts or failure to act under these Bylaws, excepting acts, or omissions to act, arising out of willful misfeasance.
ARTICLE XVI OFFICER AND DIRECTOR INDEMNIFICATION
Any current or former officer or director of the Chapter shall be indemnified by the Chapter for expenses and costs, including reasonable attorney’s fees actually and necessarily incurred in connection with any claim asserted against him or her by action in court or otherwise, by reason of his or her being or having been such officer or director to the fullest extent permitted by law, provided he or she is not found to have been negligent or guilty of gross misconduct in the performance of his or her duties.
ARTICLE XVII CHAPTER ADHERENCE
Duly chartered Chapters must adhere to PCMA Bylaws and Code of Ethics or risk the loss of its charter. PCMA Bylaws supersede PCMA Chapter Bylaws and the use of the PCMA seal and logo by the Chapter must comply with PCMA headquarters guidelines.