Leading Meeting Professionals

Professional Convention Management Association

REVISED JANUARY 2007

ARTICLE I

NAME AND PURPOSE

Section 1: NAME: The name of this organization shall be the Education Foundation of the Professional Convention Management Association, Inc.

Section 2: PURPOSES: The corporation is organized exclusively for research and educational purposes as meant by and within the meaning of those terms as used in Section 501(c)(3) of the Internal Revenue Code of 1954, including establishing educational programs in colleges and universities to offer curricula to students in meeting planning.

ARTICLE II

CONTRIBUTORS

Section 1: TYPES OF CONTRIBUTORS: Voluntary contributions, bequests, sponsorships, or grants in support of the work of the Foundation may be made by organizations hereafter known as Benefactors, or by individuals hereafter known as Sponsors.

ARTICLE III

OFFICERS AND OFFICIALS

Section 1: ELECTED OFFICERS: The officers of the Foundation shall be a Chair, a Chair-Elect, a Secretary/Treasurer and an Immediate Past Chair. All officers must be PCMA members and must have served at least (2) years as an Trustee of the Foundation.

Section 2: PRESIDENT: The President and CEO of the Professional Convention Management Association shall serve as a voting member of the Foundation.

Section 3: TERM OF OFFICE: The term of office for all elected officers shall be (1) year. Terms of office begin at the close of the PCMA Annual Meeting and shall continue until the close of the succeeding Annual Meeting.

Section 4: COMPENSATION: All elected officers of the Foundation shall serve without compensation.

ARTICLE IV

DUTIES OF OFFICERS AND OFFICIALS

Section 1: DUTIES OF THE CHAIR OF THE BOARD OF TRUSTEES: The Chair shall be the chief elected officer of the Foundation and shall preside at all meetings of the Executive Committee and the Board of Trustees. The Chair shall appoint all standing and special committees for their term of office with the exception of the Nominating Committee, shall serve as a ex-officio member of all committees, and shall perform such other duties and functions as are necessarily incident to the office or as may be prescribed by the Board of Trustees.

Section 2: DUTIES OF THE CHAIR-ELECT: The Chair-Elect shall assume the duties of the Chair at the latter's request or in the Chair's absence; shall assume the office of Chair at the expiration of the incumbent Chair's term; and shall perform such other duties as may be delegated by the Chair and the Executive Committee. The Chair-Elect shall serve as a member of the Nominating Committee as part of the four appointees identified by the Board.

Section 3: DUTIES OF THE IMMEDIATE PAST CHAIR: The Immediate Past Chair shall assume this position at the expiration of their term as Chair; and shall perform such other duties as may be delegated by the Chair and the Executive Committee. The Immediate Past Chair will serve as the Chair of the Nominating Committee.

Section 4: DUTIES OF THE SECRETARY/TREASURER: The Secretary/Treasurer shall be responsible for monitoring and reporting the financial activities of the Foundation and shall ensure an annual audit of the financial records of the Foundation. The Secretary/Treasurer or a designee is responsible for overseeing the maintenance of the meeting minutes of the Executive Committee and Board of Trustees. The Secretary/Treasurer is responsible for overseeing the proper notification of the membership in accordance with the Bylaws. The Secretary/Treasurer shall serve as the Chair of the Finance Committee.

Section 5: DUTIES OF THE PRESIDENT AND CEO OF PCMA: The President and CEO of PCMA shall ensure that the Education Foundation is appropriately staffed to carry out the work of the Foundation. The activities of the Foundation shall be set by the Foundation Board in consultation with the PCMA President and CEO.

ARTICLE V

EXECUTIVE COMMITTEE

Section 1: COMPOSITION: The Executive Committee shall be composed of the Chair, the Chair-Elect, the Secretary/Treasurer, the Immediate Past Chair, the PCMA President and CEO, and the Chair of the Grants Committee.

Section 2: AUTHORITY OF THE EXECUTIVE COMMITTEE: The Executive Committee may exercise the powers of the Board of Trustees when the Board is not in session. The Executive Committee must report its actions to the Board at the next succeeding meeting and seek ratification of its actions.

Section 3: QUORUM: For the purpose of a quorum, (4) members of the Executive Committee must be present.

ARTICLE VI

BOARD OF TRUSTEES

Section 1: COMPOSITION: The members of the Board of Trustees shall be:

(a)The elected officers who shall be, the Chair, the Chair-Elect, the Secretary/Treasurer, and the Immediate Past Chair

(b)No more than (16) Trustees elected by the Foundation Board of Trustees (to include the elected officers),

(c)(2) Trustees appointed by the PCMA Board of Directors,

(d)The Chair of the PCMA Board of Directors,

(e)The Chair-Elect of the PCMA Board of Directors,

(f)The PCMA President and CEO.

Section 2: TERM OF OFFICE FOR TRUSTEES: (a) The term of office for all elected and appointed Trustees shall be (2) years, and shall begin at the close of the PCMA Annual Meeting held after their election or appointment to office. Trustees are eligible for reelection or reappointment, but may serve no more than three consecutive (2) year terms. Upon the conclusion of three consecutive terms or position as an Officer, a (2) year sabbatical from the Board is required prior to being elected as a Foundation Trustee.

(b) The term of office for the PCMA elected officers, and the PCMA President and CEO shall be for the duration that each person occupies such office.

(c) The term of office for the PCMA Officers serving as Foundation Trustees shall constitute one (2) year appointed term whether they serve (1) or (2) one year terms.

(d) When a Trustee assumes an officer position his/her term as a Trustee ends and a new term as an officer begins.

Section 3: COMPENSATION: All members of the Board of Trustees shall serve without compensation.

Section 4: AUTHORITY: The Board of Trustees shall have the supervision, control, and direction of the affairs of the Foundation. It shall determine its policies or changes therein within the limits of these Bylaws. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board of Trustees shall have the authority to approve the Foundation budget and accept the audit.

Section 5: QUORUM: A majority of voting members of the Board of Trustees shall constitute a quorum for conducting business.

Section 6: MEETINGS: (a.) The Board of Trustees shall meet at least twice annually at a meeting called by the Chair, one of which is in conjunction with the PCMA Annual Meeting. Additional meetings shall be called by the Chair, or on the written request of a majority of voting members of the Board of Trustees. The meetings of the Board of Trustees shall be closed except to persons invited by the Chair.

(b) The Board of Trustees may meet by means of electronic conference, provided that notice is given to the members prior to the meeting, and that a quorum of Trustees participate in the electronic conference.

Section 7: VACANCIES: If a position is vacated for any reason by a Board member who was appointed by the Education Foundation Nominating Committee, the Nominating Committee shall present a candidate to the Board to fill the vacancy. The Board, by majority vote, may appoint the candidate who shall serve for the unexpired portion of the term of the vacating Trustee. A Trustee so appointed shall be eligible to serve additional terms as a Trustee, to the maximum allowed by these bylaws. If the duration of the unexpired term to which he or she is appointed is (1) year or less, the Trustee shall be eligible to serve again to the maximum allowed by these bylaws. If a vacancy of a PCMA Board of Directors appointed Trustee occurs for any reason, the PCMA Board of Directors shall present a candidate to fill the vacancy.

ARTICLE VII

ELECTION AND APPOINTMENT OF OFFICERS AND TRUSTEES

Section 1: APPOINTMENT OF TRUSTEES BY PCMA BOARD: The PCMA Board of Directors shall appoint individuals to fill (2) Trustee seats on the Foundation Board with staggered (2) year terms. These appointed Trustees shall serve terms as defined in Article VI Section 2 of these bylaws, and the PCMA Board shall appoint Trustees as needed to fill the expired terms of the (2) appointed Trustees.

Section 2: ELECTION OF TRUSTEES AND OFFICERS BY THE FOUNDATION BOARD OF TRUSTEES: The PCMA Foundation shall elect candidates for the offices of Secretary-Treasurer, Chair-elect, and Trustee vacancies. With the exception of elected Officers, the process for the election of these Trustees is as follows: (a) The Nominating Committee shall present to the Foundation Board of Trustees (1) candidate for each expired or vacant term to be elected by the Foundation Board. Such nominations shall be presented to the Foundation Board no less than (30) days prior to the date that the election is to be held.

(b) The Nominating Committee shall be chaired by the Immediate Past Chair of the Foundation and shall consist of the Immediate Past Chair, the Chair-Elect, and four members of the Board of Trustees to be recommended by the Nominating Committee Chair and approved by the Board. In addition, the current Foundation Chair and the Foundation President shall serve as ex-officio members of the Nominating Committee.

(c) The PCMA Foundation Board of Trustees shall consider the nominations presented to them by the Nominating Committee and elect candidates to fill the expired terms of the elected Trustees required to meet the composition of the Board of Trustees as defined in Article VI, Section 1, c of these bylaws.

ARTICLE VIII

FINANCE COMMITTEE

FISCAL YEAR AND ANNUAL AUDIT

Section 1: THE FINANCE COMMITTEE OF THE FOUNDATION shall consist of the Secretary/Treasurer, who shall serve as Chair; the Chair of the Board; the Chair-Elect; up to (2) additional Trustees (not serving on the Executive Committee) selected by the Chair of the Board. The President and CEO of PCMA and the Secretary-Treasurer of PCMA shall serve without vote. The Finance Committee shall be responsible for the preparation of the annual budget which shall be prepared and submitted to the Board of Trustees in advance of the next fiscal year for their review and approval.

Section 2: FISCAL YEAR: The fiscal year of the Foundation shall be consistent with that of PCMA.

Section 3: ANNUAL AUDIT: The accounts of the Foundation shall be audited annually by a Certified Public Accountant who shall be appointed by the Finance Committee of the Board of Trustees. The audit shall be subject to acceptance by the Board of Trustees.

ARTICLE IX

GRANTS COMMITTEE

Section 1: COMPOSITION: The Grants Committee shall be composed of a committee Chair and four (4) committee members. Grants Committee members shall be members of the current Board of Trustees.

Section 2: PURPOSE: The Grants Committee shall review grant applications as needed in conjunction with official grant application deadlines. The committee shall recommend applications for funding, reject based on criteria, or postpone for more information. Grants are subject to final approval by the Board of Trustees.

ARTICLE X

DEVELOPMENT COMMITTEE

Section 1: COMPOSITION: The Development Committee shall be composed of individuals from the Board of Trustees as well as non-board members who have demonstrated an interest and ability in fundraising.

Section 2: PURPOSE: The Development Committee shall serve to ensure sufficient financial resources to carry out the Foundation's mission. The Development Committee shall lead the Board of Trustee's participation in resource development and fundraising.

ARTICLE XI

PRINCIPAL OFFICE AND RESIDENT AGENT

Section 1: PRINCIPAL OFFICE: The Foundation shall maintain its principal office at the headquarters of the Professional Convention Management Association.

Section 2: RESIDENT AGENT: The Foundation shall be incorporated in the District of Columbia in the United States of America, and at all times shall have a designated resident agent in the District of Columbia authorized to accept notices or service of process for the corporation.

ARTICLE XII

LIMITATIONS

LIABILITY: Nothing contained in these Bylaws shall constitute contributors to the Foundation or lenders to the Foundation in any classification whatsoever to be partners for any purpose. No contributor, officer, agent, or employee of the Foundation shall be liable for the acts or failure to act on any part of any other contributor, officer, agent, or employee of the Foundation. Nor shall any contributor, officer, agent, or employee be liable for acting or failure to act under these Bylaws excepting only acts or omissions to act negligence or misconduct in the performance of duty.

ARTICLE XIII

INDEMNIFICATION

INDEMNIFICATION: The Foundation shall indemnify each of its Trustees, officers, and employees and former Trustees, officers, and employees against reasonable expenses, (including attorneys fees), actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been such Director, officer or employee, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Expenses incurred in defending an action, suit, or proceeding will be paid by the Foundation in advance of the final disposition of such action, suit or proceeding upon receipt of agreement by the Trustee, officer, or employee to repay such amount unless it shall be ultimately determined that he/she is not entitled to be indemnified by the Foundation under this Article.

ARTICLE XIV

AMENDMENT

Section 1: MANNER OF SUBMITTING: Proposed amendments to these Bylaws shall be submitted in writing to the Chair who shall then send copies of the proposed amendment to the members of the Board of Trustees no less than (30) days prior to the meeting at which amendments are to be considered.

Section 2: ADOPTION: An amendment may be passed by (1) a two-thirds vote of the Board of Trustees at a meeting; (2) a two-thirds electronic vote of the Board of Trustees, provided votes are received within (60) days of the original mailing. The Board of Trustees also shall specify the manner and timing of the vote on the amendments.

ARTICLE XV

DISSOLUTION

Section 1: VOTE: A vote to dissolve the Foundation shall require an affirmative two-thirds of the Board of Trustees. The vote may be taken electronically or in person, but not by proxy.

Section 2: DISTRIBUTION: In case of dissolution of the Foundation, the Board of Trustees shall authorize the payment of all indebtedness of the Foundation including accruals and arrange for the transfer of the remaining net assets of the corporation to an organization or organizations as the Board may select, which are organized and operated exclusively for purposes which would qualify for an exception under Section 501(c)(3) of the Internal Revenue code of 1954; provided, however, that in no way shall such distribution inure to the financial benefit of any elected officer, official or contributor.