Revised February 2015
Section 1.The name of this organization is the “Professional Convention Management Association.”
The mission of the Professional Convention Management Association is to deliver superior and innovative education and promote the value of professional convention management.
Section 1. There shall be 6 (six) classes of PCMA Membership: Professional, Supplier Partner, Associate, Faculty, Student and Emeritus. Declaration of membership class shall be made by the individual, confirming that they spend 51% or more of their time in their designated membership class.
Section 2. PROFESSIONAL. This class of membership shall be open to individuals whose organization has the overall responsibility and accountability for the development, organization and management of meetings, conventions, exhibits and seminars. This class of membership shall be eligible to vote and to hold office.
Section 3. SUPPLIER PARTNER. This class of membership shall be open to individuals whose organization is engaged in providing products and services related to the conduct and operation of meetings, conventions, exhibits and seminars. This class of membership shall be eligible to vote and to hold office.
Section 4. ASSOCIATE. This class of membership shall be open to individuals whose organization employs at least one Professional member or Supplier Partner member who is working at the same business location as the Professional member or Supplier Partner member. Associate members shall be entitled to designated privileges and benefits of membership. They shall not be allowed to vote or hold office and shall only be entitled to attend one annual meeting as an Associate member.
Section 5. FACULTY. This class of membership shall be open to individual employed as faculty in post-secondary academic programs directly related to meetings management and satisfying one of the following requirements: currently teaching at least two (2) courses per semester; or currently teaching at least one (1) course per quarter; or at least four (4) courses in the past academic year. Faculty members shall have all the privileges of Professional membership and Supplier Partner membership, except the right to hold office.
Section 6. STUDENT. This class of membership shall be open to individuals currently enrolled in post-secondary academic programs directly related to meetings management for at least six (6) quarter or semester credit hours. Student members shall have all the privileges of Professional membership and Supplier Partner membership, except the right to vote or hold office.
Section 7. EMERITUS. This class of membership may be conferred, by the Board of Directors, upon the application of any Professional member or Supplier Partner member, provided that the applicant has been a member of PCMA for fifteen (15) years or more; has attained the age of sixty-two (62) years; and has retired. Emeritus members shall have all the privileges of Professional membership and Supplier Partner membership, except the right to vote or hold office.
Section 8. RESIGNATION. Any member may resign by mailing or faxing a written notice of resignation to the PCMA President and CEO. The resigning member shall be responsible for payment of all outstanding dues and fees and shall not be entitled to a refund of dues.
Section 9. EXPULSION. Members of any class may be expelled from membership for good cause by a two-thirds (2/3) vote of the entire Board. Expulsion shall occur only after the member has been given ample notice and an opportunity to present to the Board, either in person or in writing, a defense against the expulsion. The member may be represented by counsel only if such representation is requested at least ten (10) days prior to the hearing date and is approved by the Board.
Section 10. REINSTATEMENT. A former member desiring a continuous membership record may be reinstated by showing proof of their membership qualifications and by paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated by showing proof of their membership qualifications and the payment of the current year’s dues.
Section 1. Dues for all categories shall be established by the Board of Directors and shall be assessed and collected annually.
Section 2. There will be no refunds of membership dues to any member whose membership has been terminated for any reason.
MEMBERSHIP MEETINGS AND VOTING
Section 1. ANNUAL BUSINESS AND SPECIAL MEETINGS. The Association shall hold an Annual Business Meeting in each calendar year at the time and place to be fixed by the Board of Directors. Special meetings of the Association may be called at any other time by the Chair of the Board, at the request of the Board of Directors, or upon the written petition of five percent (5%) of members who are eligible to vote.
Section 2. NOTICE. At least thirty (30) days advance notice in writing, of the time and place of each annual or special meeting, shall be given by mail, postage prepaid, facsimile, or electronic mail addressed to each member at the address on the records of the Association. In the case of special meetings, the notice shall also specify the purpose(s) for which the meeting is called.
Section 3. QUORUM. At any annual or special meeting of the members of this Association, a quorum shall be defined as five percent (5%) of members that are eligible to vote.
Section 4. VOTING AT MEETINGS. At all meetings of the membership, each eligible member 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 eligible members present and voting shall govern. A majority shall be defined as a number more than half of the total number, providing that a quorum is present.
Section 5. VOTING BY MAIL. 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. To constitute valid action on any mail vote, no fewer than twenty (20%) of eligible members shall have cast a ballot, and a majority of those voting shall govern. A majority shall be defined as a number more than half of the total number. Mail votes may be taken by regular or electronic mail.
Section 6. RULES OF ORDER. The meetings and deliberation of the Association, its Board and all committees, shall be regulated and controlled according to the current edition of The Standard Code of Parliamentary Procedure, except as may be otherwise provided in the law, these Bylaws, or adopted rules.
OFFICERS AND DIRECTORS
Section 1. OFFICERS. The corporate officers of this Association shall be the Chair of the Board, the Chair-Elect and the Secretary-Treasurer. All of the officers must be Professional or Supplier Partner members of PCMA.
DIRECTORS. The Board of Directors shall consist of no more than twenty-one (21) members: the Chair of the Board, the Chair-Elect, the Secretary-Treasurer, the Immediate Past Chair, up to ten (10) Professional member Directors, and up to six (6) Supplier Partner member Directors, and the current Chair of the PCMA Education Foundation, all of whom shall be PCMA members.
Section 2. TENURE OF OFFICERS AND DIRECTORS. (a) Officers and directors shall assume office on the first day immediately following the close of the next Annual Meeting held after their election to office. The Chair of the Board, the Chair-Elect and the Secretary-Treasurer shall each hold office for a term of one (1) year, and shall not succeed themselves. The Immediate Past Chair of the Board shall serve until his successor becomes eligible to assume the office.
(b) Each of the up to sixteen (16) elected directors shall serve staggered terms of three (3) years, or until their successors are duly elected and qualified; they shall not serve more than one (1) term.
(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.
Section 3. VACANCY. In the event of a vacancy in the office of the Chair of the Board, by death, resignation, removal or expiration of tenure, the Chair-Elect shall automatically succeed to the Chairship.
Vacancies in any other elective office may be filled, for the balance of the term thereof, by the Board at any regular or special Board meeting. An officer 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.
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.
DUTIES OF OFFICERS
Section 1. THE CHAIR OF THE BOARD. The Chair of the Board shall be the chief elected officer of, and the official spokesperson for the Association, and shall preside at all meetings of the membership.
The Chair of the Board shall be an ex-officio member, with the right to vote, on all committees except the Nominating Committee, unless otherwise specified.
Section 2. THE CHAIR-ELECT. The Chair-Elect shall be a member of the Board, and shall have such other powers, and perform such other duties, as the Chair of the Board and/or the Board may prescribe. The Chair-Elect shall make all committee appointments, as provided in these Bylaws. In the absence of the Chair of the Board, the Chair-Elect shall be the presiding officer.
Following election to office, the Chair-Elect shall prepare and file with the President and CEO, a complete list of all appointments that are to be made to the standing committees, as well as new committee(s) the Chair-Elect will ask the Board to create after succeeding to the Chairship of this Association.
Section 3. THE SECRETARY-TREASURER. (a) The Secretary-Treasurer shall be a member of the Board and shall have charge of and be responsible for the funds and securities of the Association. All financial decisions, including deposits or investments, shall be in accordance with the instructions and directions of the Board.
(b) The Secretary-Treasurer shall oversee the collection of all membership dues and assessments, establish proper accounting procedures and maintain books and records of account covering all financial transactions of the Association, and shall render to the Board such financial statements as it may from time to time request.
(c) The Secretary-Treasurer shall report periodically to the Board the financial condition of the Association, and shall make a detailed financial report to the membership at its Annual Meeting. The Secretary-Treasurer shall annually submit all accounts for audit to a firm of Certified Public Accountants selected by the Board.
(d) The Secretary-Treasurer shall have such additional powers and duties as may be prescribed by the Chair of the Board and/or the Board.
(e) The Secretary-Treasurer or his/her designee shall:
(1) Be responsible for providing notice of meetings and the preparation and maintenance of meeting minutes of all Board and committee meetings.
(2) Be the custodian of, or designate a custodian of, the legal papers and documents, business records and the corporate seal of the association.
(3) Be responsible for keeping membership records and other data necessary to prepare the Annual Membership Directory of the Association.
(4) 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 association.
(f) Some or all of the duties listed above may be delegated by the Secretary-Treasurer to the President and CEO.
BOARD OF DIRECTORS
Section 1. AUTHORITY. The Board of Directors shall be the principal governing body of the Association and, as such, shall exercise full supervision and control over all its business affairs including the oversight, development and implementation of the Strategic Plan for the Association. 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 arrange for the publication of an official journal and the annual Membership Directory; to review and approve all financial matters including budgetary forecasts, reports and income and expense statements; to formulate rules and regulations for the admission, expulsion and discipline of members; to fill the position of President and CEO and prescribe the terms and conditions of such employment; to approve by consent or specific motion the actions of PCMA ad hoc or standing committees (including the Executive Committee); to approve all standing and ad hoc committee reports; to approve all standing and ad hoc committee appointments; and generally to transact any and all business of the Association 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. MEETINGS. The Board shall meet immediately preceding the Annual Meeting of the Association.
Special meetings of the Board may be called initially by the Chair of the Board or upon written petition signed by five (5) 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 shall be given to each director, no fewer than fourteen (14) days prior to any meeting and shall state the purpose(s) for which the meeting is called.
Section 5. QUORUM. A majority of the elected 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 law or these Bylaws. A majority shall be defined as a number more than half of the total number, providing that a quorum is present.
Section 6. VOTING BY MAIL, FACSIMILE OR E-MAIL. Valid action may be taken by the Board by a mail, facsimile, or by e-mail ballot of its members, providing;
(i) At least a majority of all of the directors voted in favor of the action; and
(ii) It is reported to the Board at its next ensuing meeting and recorded in the minutes thereof.
Section 1. COMPOSITION. The Executive Committee shall be composed of six (6) members, the Chair of the Board, the Chair-Elect, the Secretary-Treasurer, the Immediate Past Chair of the Board, and one (1) of the following options: the two (2) Supplier Partner Directors serving in the last year of their terms, two (2) Professional Directors selected from those serving in the last year of their terms, or one (1) Director from each of the aforementioned categories. No less than or no more than two (2) Supplier Partners may serve on the Executive Committee.
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 Chair of the Board 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 Chair of the Board, or upon the call of four (4) Committee Members, upon seventy-two (72) hours notice given by mail, facsimile, telephone or e-mail to all members.
Section 4. QUORUM. A majority of the Committee members shall constitute a quorum.
Section 5. MANNER OF ACTION. The Chair of the Board 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.
Actions of the Committee shall be reported to the Board for ratification at its next meeting.
STANDING AND SPECIAL COMMITTEES
Section 1. The Standing Committees of the Association shall include the following: Audit, Executive, Finance, and Nominating.
Section 2. FINANCE COMMITTEE. (a) The Finance Committee shall be composed of the Secretary- Treasurer, Chair-Elect, Immediate Past Secretary-Treasurer, PCMA Foundation Secretary-Treasurer, and one (1) Supplier Partner Director. In the event Chair-Elect and Immediate Past Secretary-Treasurer designations are held by the same individual, the Immediate Past Chair will serve as the fifth member of the Committee. The Secretary-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 Association. It shall advise the President and CEO on the preparation of the annual budget, and make recommendations to the Board regarding the direction, supervision, conservation and investment of Association funds.
(c) The Committee may perform such other powers and duties connected with finances of the Association as the Board may from time to time delegate.
Section 3. AUDIT COMMITTEE. (a) The Audit Committee shall be composed of five (5) members; four (4) from the PCMA Board of Directors not on the Finance Committee, one of whom will be appointed chair and one (1) member currently serving on the PCMA Education Foundation Board of Trustees Audit Committee.
(b) It shall be the duty and responsibility of this Committee to oversee the annual audit process. The annual audit shall be subject to acceptance by the Board of Directors.
Section 4. NOMINATING COMMITTEE. The Nominating Committee shall be composed of nine (9) members to be appointed by the Immediate Past Chair within thirty (30) days following the Annual Meeting: The most recent Past Chair no longer serving on the Board will serve as Committee Chair, the two (2) most recent Supplier Partner members no longer on the Board, five (5) Professional members, and one (1) current or immediate Past PCMA Chapter President. The Immediate Past Chair may appoint two (2) additional members, for a total of eleven (11), if deemed necessary following the Call for Nominations. The two (2) additional positions shall be composed of one (1) Professional and one (1) Supplier Partner member. The immediate Past Chair and the PCMA President and CEO shall serve as ex-officio members, without vote. No officer shall be eligible to serve on this Committee.
Section 5. SPECIAL COMMITTEES. The Board of Directors may create additional committees to promote the objectives, purposes, and activities of the Association.
Section 6. COMMITTEE APPOINTMENTS. The membership of all committees, with the exception of the Finance, Nominating, and Executive Committees, shall be appointed by the Chair-Elect.
EXECUTIVE AND STAFF
Section 1. The Board shall employ a chief staff executive who shall have the title of President and CEO. The terms and conditions of employment shall be specified by the Board of Directors.
Section 2. The President and CEO shall manage the affairs of the headquarters office, and shall employ and terminate the employment of members of the staff as necessary to carry out the work of the Association. He/She may establish salaries for staff, define their duties, supervise their performance, establish their titles and delegate responsibilities to them. The President and CEO shall be an ex-officio member of all committees, without vote.
NOMINATIONS AND ELECTIONS
Section 1. (a) 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 and CEO no later than September 1. The President and CEO shall, on or before October 1, provide notice to the membership of the slate of candidates selected by the Nominating Committee.
(b) To be a qualified candidate for any officer position, all nominees must be Professional or Supplier Partner members of PCMA for a minimum of three years and have served on the PCMA Board of Directors. No member may hold simultaneously any more than one (1) elective officer position.
(c) To be a qualified candidate for any directorship position, all nominees must be Professional or Supplier Partner members of PCMA for a minimum of three years. No member may hold simultaneously any more than one (1) elective officer or directorship position.
(d) Additional nominations for any officer or directorship position may be made by written petition signed by five percent (5%) of the membership. Such petitions must be received by the President and CEO no later than November 1.
(e) In the event that no petition nominations are received by the President and CEO by the November 1 deadline, the slate proposed by the Nominating Committee shall be deemed elected.
(f) In the event that qualified candidates are nominated by petition for any office an election shall be conducted by a confidential mail or electronic ballot of the membership. Such election shall be conducted by a qualified disinterested third-party approved by the Executive Committee. The President and CEO shall provide to the third party the following:
A ballot detailing the qualifications of the competing candidates for each position, the text of which has been approved by the candidates (for their own section). To the extent reasonable, this ballot shall provide equal space to each candidate.
A cover letter to the membership detailing the reason for the election and voting process. The letter shall be signed by the chair of the Nominating Committee.
Contact information for all members qualified to vote in the election.
The third party shall by November 15 send the cover letter and ballot to the appropriate class of members. Ballots shall be returned as instructed to the third party by December 15 and any ballots received after that date will not be counted. The third party shall supervise the counting of the ballots, ensuring that only qualified members have voted and shall certify the results of the election in writing to the chairperson of the Nominating Committee, with a copy to the Chair of the Board. The candidates for each position receiving the highest number of votes for each office shall be declared elected.
Section 1. FISCAL YEAR. The fiscal year of PCMA shall be established by the Board of Directors.
Section 2. BUDGET. Upon recommendation of the Finance Committee, the Board of Directors shall adopt an annual operating budget covering all activities of PCMA, and this budget shall be approved prior to the beginning of the fiscal year.
Section 3. BONDING TRUST OR SECURITY BONDS shall be furnished for the President and CEO, Secretary-Treasurer and other officers or employees as deemed necessary by the Board of Directors. The amount of the bond shall be determined by the Board of Directors and paid by the Association.
USE AND DISPOSITION OF ASSETS
Section 1. PCMA shall only use its funds and assets to best achieve its objectives and purposes as set forth in its Charter and Bylaws, and no part thereof shall inure to the benefit of members of any class. Upon liquidation, all of its remaining assets shall be distributed to one or more Charitable, Education or Scientific Organizations qualified as exempt from federal income tax under Section 501(c) 3 of the Internal Revenue Code. Any assets not so distributed shall be disposed of pursuant to the statues of the State of Illinois.
Section 1. The Board of Directors may permit PCMA members to establish chapters, provided such chapters are established in accordance with procedures set forth by the Board. Such chapters shall be subject to the provisions of these Bylaws and all other requirements established by the PCMA Board of Directors. Such requirements shall include, but not be limited to the following:
(i) Chapter bylaws and amendments must be approved by the PCMA Board of Directors.
(ii) Chapter membership categories must be the same as those of PCMA.
(iii) Chapter activities must be reported to PCMA in accordance with PCMA chapter policies.
(iv) Chapter territories must be approved by the PCMA Board.
Section 2. A Chapter may be dissolved only with the prior approval of the PCMA Board of Directors. In the event of dissolution, any chapter assets remaining after the payment of outstanding liabilities shall become the property of PCMA.
Section 1. These Bylaws may be amended, revised or repealed by a majority vote with a minimum participation of 20% of the eligible membership. Voting may take place at any duly convened Annual or Special Meeting of PCMA, provided that written or printed notice of the proposed wording of such amendments and/or revisions has been mailed to the eligible members at least thirty (30) days before the meeting, at which action is to be taken; or by a majority vote with minimum participation of 20% vote of the eligible members voting by a thirty (30) day mail or electronic ballot.
Section 2. Amendments may be proposed by the Board on its own initiative, or upon the petition of ten percent (10%) of eligible members, addressed to the Board. All such proposed amendments shall be presented by the Board to the eligible membership, with or without recommendations, as the Board may determine.
LIMITATION OF LIABILITY
Nothing herein shall constitute members 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 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.
OFFICER AND DIRECTOR INDEMNIFICATION
Any current or former officer or director of the association shall be indemnified by the association 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.Bylaws