Effective January 1, 2022
Approved October 16, 2021
Section 1. The name of this organization is the “Professional Convention Management Association”.
Section 1. Driving global economic and social transformation through business events.
STATEMENT OF PURPOSE
PCMA educates, inspires and listens, creating meaningful experiences where passion, purpose and commerce come together.
Section 1. There shall be 6 (six) classes of PCMA Membership: Business Event Organizer, Business Event Supplier, 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.
(a) BUSINESS EVENT ORGANIZER. This class of membership shall be open to individuals whose organization has the overall responsibility and accountability for the development, organization and management of congresses, conventions, events, exhibitions, meetings and seminars. This class of membership shall be eligible to vote and to hold office. The individual must spend a minimum of 51% of their time leading an events team, an education team related to events, organizing, planning, brand marketers, event marketers and executing events.
(b) BUSINESS EVENT SUPPLIER. 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 congresses, conventions, events, exhibitions, meetings and seminars engagement and marketing in any channel. This class of membership shall be eligible to vote and to hold office.
(c) ASSOCIATE. This class of membership shall be open to individuals whose organization employs at least one Business Event Organizer member or Business Event Supplier 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.
(d) FACULTY. This class of membership shall be open to individuals employed as faculty in post-secondary academic programs directly related to events and 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 Business Event Organizer and Business Event Supplier membership.
(e) STUDENT. This class of membership shall be open to individuals currently enrolled in post-secondary academic programs directly related to events and 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.
(f) EMERITUS. This class of membership may be conferred, by the Board of Directors, upon the application of any Business Events Organizer or Business Events Supplier 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 2. RESIGNATION. Any member may resign by mailing or sending electronically 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 3. EXPULSION. Members of any class may be expelled from membership for good cause by majority vote of the 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 4. 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, or electronic communication 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 meetings 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. (a) ELECTED OFFICERS. The corporate officers of this Association shall be the Chair of the Board, the Chair-Elect, the Secretary/Treasurer and the Immediate Past Chair, except that in 2022, there shall be two individuals serving as Immediate Past Chair. All of the officers must be members of PCMA.
(b) PRESIDENT AND CEO. The President and CEO shall serve as a non-voting member of the Board of Directors.
(c) DIRECTORS. The Board of Directors shall consist of no less than seventeen (17) and no more than twenty-one (21) members: the Chair of the Board, the Chair-Elect, the Secretary/Treasurer, the Immediate Past Chair, and up to seventeen (17) other directors. All officers and directors shall be PCMA members. A minimum of 40% of the Board of Directors shall be Business Event Organizer members and a minimum of 40% of the Board of Directors shall be Business Event Supplier 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 seventeen (17) elected directors shall serve staggered terms of two (2) years, or until their successors are duly elected and qualified; and they shall be eligible to serve only one additional 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 majority vote of its members remove any officer from office with or without cause. Directors may be removed pursuant to applicable permissions of the Illinois General Not-for-Profit Corporation Act.
DUTIES OF OFFICERS
Section 1. THE CHAIR OF THE BOARD. (a) 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 shall perform such duties and functions as are necessarily incident to the office or as may be prescribed by the Board of Directors.
(b) The Chair of the Board shall be an ex-officio member, with the right to vote on all committees, subcommittees and task forces except the Nominating Committee and Governance Committee, unless otherwise specified.
Section 2. THE CHAIR-ELECT. (a) 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.
(b) 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.
The Secretary/Treasurer or his/her designee shall:
(i) Be responsible for providing notice of meetings and the preparation and maintenance of meeting minutes of all Board and committee meetings.
(ii) Be the custodian of, or designate a custodian of, the legal papers and documents, business records and the corporate seal of the association.
(iii) Be responsible for keeping membership records.
(iv) 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.
(e) Some or all of the duties listed above may be delegated by the Secretary/Treasurer to the President and CEO.
Section 4. THE IMMEDIATE PAST CHAIR. The Immediate Past Chair shall be a member of the Board and assume this position at the expiration of her or his term as Chair; and shall perform such duties as may be prescribed by the Board of Directors.
Section 5. THE PRESIDENT AND CEO. The President and CEO shall be a member of the Board of Directors and ensure that the Association is appropriately staffed to carry out the work of the Association. The activities of the Association shall be set by the Board of Directors in consultation with the PCMA President and CEO. The President and CEO shall serve as a non-voting ex-officio member on all committees, subcommittees, and task forces. In all instances, the President and CEO serves without vote.
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 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 approval 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. COMPENSATION. All members of the Board of Directors shall serve without compensation.
Section 5. MEETINGS. (a) The Board shall meet four times per year, one meeting of which will be held in conjunction with the PCMA Convening Leaders. 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.
(b) The Board of Directors may meet by means of electronic conference, provided that notice is given to the members prior to the meeting, and that a quorum of directors participates in the electronic conference.
Section 6. 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 7. VOTING BY MAIL, ELECTRONIC COMMUNICATION OR E-MAIL. Valid action may be taken by the Board by a mail, electronic communication, 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 four (4) members: the Chair of the Board, the Chair-Elect, the Secretary/Treasurer and, the Immediate Past Chair (or Co-Chairs) of the Board. The President and CEO shall serve as a non-voting ex-officio member of the 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 three (3) Committee Members, upon seventy-two (72) hours’ notice given by mail, electronic communication, 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 which shall be shared with the Board.
STANDING AND SPECIAL COMMITTEES
Section 1. The Standing Committees of the Association shall include the following: Executive, Finance, Audit, Nominating and Governance.
Section 2. FINANCE COMMITTEE. (a) The Finance Committee shall be composed of the Secretary/Treasurer, Chair-Elect, and up to three (3) additional directors, to be appointed by the Chair-Elect. 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 up to five (5) members, to be appointed by the Chair-Elect, one of whom will be appointed chair. No member of the Finance Committee shall serve on the 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 up to eleven voting members; the President and CEO shall serve as an ex-officio non-voting member. The Immediate Past Chair (or Co-Chairs, when applicable) shall serve as Chair (or Co-Chairs) of the Nominating Committee. No other then-current Board members shall serve on the Nominating Committee. Except for Immediate Past Chairs and the President and CEO, members of the Nominating Committee shall be chosen by the Governance Committee, which will attempt to achieve a balance in skill sets, experience and diversity across the Nominating Committee. The Governance Committee shall provide advice to the Nominating Committee on strategy, board gaps and board needs, to inform the recruitment and selection process for future Board candidates.
Section 5. GOVERNANCE COMMITTEE. The Governance Committee shall be composed of no more than 5 members, appointed by the Chair-Elect, each of whom should be a member of the Board. The Governance Committee shall elect its own chair. The Governance Committee shall be responsible for Board orientation, on-boarding and on-going education of the Board. The Governance Committee shall select members of the Nominating Committee and provide recommendations thereto as set forth in Section 4 hereof. The Governance Committee shall be responsible for Board and committee assessments and recommendations to the Board on the code of conduct, conflict of interest policy, bylaws and policy review and compliance.
Section 6. SPECIAL COMMITTEES. The Board of Directors may create additional committees to promote the objectives, purposes, and activities of the Association.
Section 7. COMMITTEE APPOINTMENTS. The membership of all committees, with the exception of the Nominating and Executive Committees, shall be appointed by the Chair-Elect, unless membership is otherwise prescribed by these Bylaws.
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 all PCMA offices 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 August 25. The President and CEO shall, on or before September 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 members of PCMA 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 members of PCMA. No member may hold simultaneously any more than one (1) elective officer or directorship position.
(d) Additional nominations of qualified candidates 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 October 1.
(e) In the event that no petition nominations are received by the President and CEO by the October 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:
(i) 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.
(ii) 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.
(iii) Contact information for all members qualified to vote in the election.
(g) The third party shall by October 15 send the cover letter and ballot to the appropriate class of members. Ballots shall be returned as instructed to the third party by November 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.
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. MANNER OF SUBMITTING: Amendments may be proposed by the Board on its own initiative, or upon the petition of fifteen percent (15%) of eligible members, addressed to the Board.
Section 2. ADOPTION: An amendment may be passed by a majority vote of the Board.
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 the Illinois General Not for Profit Corporation Act, provided he or she is not found to have been negligent or guilty of gross misconduct in the performance of his or her duties.