ARTICLE 1. Name and Location

Section 1. The name of the organization is Meeting Professionals International Philadelphia Area Chapter, a not for profit corporation, incorporated in the Commonwealth of Pennsylvania.

Section 2. The Philadelphia Area Chapter operates as a chapter of Meeting Professionals International. In these Bylaws, all articles and sections pertain to the "Chapter" unless specifically designated "MPI."

Section 3. The geographical area covered by the Chapter shall include those areas as defined by Meeting Professionals International.

Section 4. The offices will be located by decision of the Chapter Board of Directors.

ARTICLE II. Objectives

Section 1. The objectives of the Chapter shall be the same as those set forth in the Chapter Policy Manual and as stated in the Articles of Incorporation.

ARTICLE III. Membership

Section 1. Chapter and MPI membership is concurrent.

Section 2. Membership qualifications and classifications shall be described in the current MPI Bylaws, except that student members do not qualify to serve on the Chapter Board of Directors except upon appointment by the Chapter President.

Section 3. Application for Membership. All applicants for membership shall complete and sign the form of application provided by MPI and submit the application to MPI Headquarters.

Section 4. Membership Obligations. All members must agree to abide by the Meeting Professionals International’s Principles of Professionalism.  All members are expected to support the Chapter by attending as many meetings as possible.

Section 5. Removal and Reinstatement shall be defined in the current Meeting Professionals International Bylaws.

ARTICLE IV. Dues

Section 1. Dues and Fees, Delinquencies and Cancellation, Refunds shall be as defined in the current MPI Bylaws and Policies.

ARTICLE V. Meeting of Members and Voting

Section 1. Regular Meetings. Regular meetings will be held at times and places as determined by the Board of Directors.

Section 2. Annual Meeting. The Annual Meeting shall be held at such place and date as may be determined by the Board of Directors. Officers and Directors shall be installed at such meeting, and reports shall be submitted.

Section 3. Special Meetings. Special Meetings may be called by the President within thirty (30) days of receipt of written request signed by at least ten percent (10%) of the Chapter members. The business to be transacted at any Special Meeting shall be stated in the notice thereof.

Section 4. Meeting Notices. Written notice of all meetings shall be mailed to the last known address of each member at least fifteen (15) days preceding the meeting.

Section 5. Voting at Meetings. At all meetings of the Chapter, each member shall have one (1) vote, and may take part and vote in person only. Unless otherwise specifically provided by these Bylaws, a majority vote of those members present and voting shall govern.

Section 6. Voting by Mail. Proposals to be offered to the membership for mail vote, excepting election ballots, shall first be approved by the Board of Directors unless the proposals are endorsed by at least ten percent (10%) of the voting members, in which case, Board approval shall not be necessary. In a mail vote, no less than fifteen percent (15%) of all members eligible to vote shall cast a ballot to constitute a valid action and a majority of those shall determine the action.

Section 7. Cancellation of Meetings. The Board may cancel or postpone any regular meeting or Annual Meeting for cause. If the Annual Meeting is postponed, provision must be made to hold it within thirty (30) days from postponement.

Section 8. Quorum. At the Annual Meeting or Special Meeting of members, a quorum shall consist of fifteen percent (15%) of the membership.

Section 9. Rules of Order. The meetings and proceedings of the Chapter shall be regulated and controlled according to the most current Roberts Rules of Order for parliamentary procedure, except as may be otherwise provided by these Bylaws.

Section 10.. Attendance. Any member of MPI shall be allowed to attend any chapter’s general membership meetings at the member fee. No restriction on the number of meetings a member can attend shall be imposed.  The proof of membership shall be the individuals current MPI membership card. Any member attending a chapter meeting shall adhere to the reservation and cancellation policy of the chapter.

ARTICLE VI. Officers

Section 1. Elected Officers. The elected Officers of the Chapter shall be a President, a President-elect, a Vice President for Membership, a Vice President for Education, a Vice President for Finance and a Vice President for Communications to be elected by the membership as prescribed by the Bylaws, and to serve until their successors have been duly elected and have assumed office.

Section 2. Eligibility. Any member in good standing is eligible for nomination and election to any elective office. It is preferable that all nominees have previously served on the Chapter Board of Directors for at least one term.

Section 3. Nomination and Election. The President shall appoint a Chair of the Nominating Committee with the approval of the Executive Committee.  According to the procedures as provided in these Bylaws for the purpose of nominating a slate of Officers and Directors. Elections shall be conducted by May 1.

Section 4. Term of Office. Each elected Officer shall take office July 1 and shall serve for a term of one (1) year or until his/her successor is duly elected and installed. Each elected Officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.

Section 5. Re-Election. Elected Officers may be re-elected once to the same office in a successive year. The Officers shall not serve in the same office for more than two (2) consecutive one year terms until at least one (1) year has elapsed.

Section 6. Vacancies — Removal. Vacancies in Chapter Office due to death, resignation or other causes shall be filled for the balance of the term by a majority vote of the Board of Directors at any Regular or Special Meeting. The Board of Directors, at its discretion, may remove any Officer by a two-thirds (2/3) vote of all members of the Board.

ARTICLE VII. Duties of Officers

Section 1. President. The President shall serve as Chair of both the Board of Directors and the Executive Committee. The President shall also serve as a member, ex-officio, with the right to vote on all committees except the Nominating Committee. The President or designee will serve as a member of the International Council of Chapter Presidents.

At the Annual Meeting and at such other times, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and increase the usefulness of the Chapter. The President shall perform such other duties as are necessarily incident to the office as prescribed by the Board of Directors.

Section 2. President-elect. The President-elect shall preside at all meetings in the absence of the President and shall perform such other duties that may be delegated by the President and/or the Board of Directors. The President-elect shall serve as an ex-officio member of all committees without voting powers. This position shall serve as an advisor to consult with the President as deemed appropriate by the President. This individual shall assume the office of President on July 1 of the year following term as President-elect.

Section 3. Vice President for Membership. The Vice President for Membership shall perform the duties as appropriate for such office and shall also perform such duties as may be prescribed by the President, Executive Committee and/or the Board of Directors.

Section 4. Vice President for Education. The Vice President for Education shall perform the duties as appropriate for such office and shall also perform such duties as may be prescribed by the President, Executive Committee and/or the Board of Directors.

Section 5. Vice President for Finance. The Vice President for Finance shall oversee the Chapter’s funds and financial records. This Officer shall collect all funds and/or assessments; shall establish proper accounting procedures for the handling of funds; and shall be responsible for keeping the funds in such banks, trust companies, and/or investments as are approved by the Executive Committee.

The Vice President for Finance shall report on the financial condition of the Chapter at all meetings of the Board of Directors and at other times when called upon by the President. This Officer shall file Chapter tax reports to MPI, the Internal Revenue Service and other state agencies as required.

Section 6. Vice President of Communications.  The Vice President of Communications shall perform the duties as appropriate for such office and shall also perform such duties as may be prescribed by the President, Executive Committee and/or the Board of Directors.

Section 7. Delegation of Duties. Duties of Officers may be delegated to other persons by the Chapter Board of Directors.

ARTICLE VIII. Board of Directors

Section 1. Authority and Responsibility. The governing body shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Chapter, its committees and publications; shall determine its policies and/or changes therein; shall actively pursue its objectives and supervise the disbursement of funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the power granted, delegate certain of its authority and responsibility to the Executive Committee.

Section 2. Composition. The Board of Directors shall consist of the President, President-elect, Vice President for Membership, Vice President for Education, Vice President for Finance, Vice President for Communications, Immediate Past President and no less than eight (8) Directors.The Board of Directors shall be composed of planner and supplier members.

Section 3. Eligibility. Any member in good standing is eligible for any elective position of the Board of Directors. Two members of the same organization shall be eligible to serve on the Board of Directors at the same time, although at no time shall two members of the same organization serve as Officers.

Section 4. Nomination and Election. The Nominating Committee shall solicit recommendations from the membership for Directors allowing thirty (30) days for suggestions and shall act in accordance with the policies of the Chapter.

Section 5. Term of Office and Re-Election. Directors take office following July 1 and serve two (2) years or until their successors assume office. Directors may be re-elected for one additional term, and after two (2) successive terms are not eligible for another term until at least one (1) year has elapsed.

Section 6. Vacancies & Removal. Vacancies in any elective position are filled for the balance of the term by a majority vote of the Board of Directors.

Any Officer or Director may be removed from office for cause by a two-thirds (2/3) vote of all members of the Board of Directors.

Section 7. Meetings. Meetings of the Board are to be held on a regular basis at times and places as determined by the Board of Directors and will be open for attendance by any Chapter member in good standing.

Section 8. Absences. Any elected Officer or Director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors without just cause as determined by the Board of Directors shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these Bylaws; however, the Board of Directors shall consider each absence of an elected Officer or Director as a separate circumstance and may expressly waive such absence by two-thirds (2/3) vote of its members at that time.

Section 9. Voting. Voting rights of a Director shall not be delegated to another nor exercised by proxy.

Section 10.. Quorum. A majority of the Board constitutes a quorum for the transaction of the business of the Board and any such business (unless otherwise precluded by these Bylaws) thus transacted shall be valid providing it is affirmatively passed by a majority of those present.

Section 11.. Compensation. Directors and elected Officers shall not receive any compensation for their service as an MPI Chapter Officer/Director, rather such roles are considered to be a contribution of time and expertise to the Chapter.

ARTICLE IX. Executive Committee

Section 1. Authority and Responsibility. The Executive Committee may act in place and stead of the Board of Directors between Board Meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such committees by the Board of Directors. Actions of the Executive Committee shall be reported to the Board for ratification by mail or at the next Board meeting.

Section 2. Composition. The Executive Committee consists of the President, President-elect, Vice President for Membership, Vice President for Education, Vice President for Finance, Vice President for Communications and Immediate Past President. The Executive Committee shall be composed of planner and supplier members.

Section 3. Vacancies. Any vacancy occurring on the Executive Committee among the elected Officers shall be filled in the manner as prescribed in Article VI, Section 6 of these Bylaws. Any Executive Committee member appointed to fill a vacancy shall serve the unexpired term.

Section 4. Meetings. The Executive Committee meets at the call of the President or at the request of two (2) members of this Committee.

Section 5. Quorum. A majority of the Executive Committee constitutes a quorum for the transaction of business of the Executive Committee and any such business actions of the Executive Committee shall be reported to the Board of Directors for ratification by mail or at the next Board Meeting.

ARTICLE X.  Committees

Section 1. Budget and Finance Committee.  The Budget and Finance Committee shall be the Executive Committee. The Vice President for Finance shall serve as Chair.  The Committee shall review the annual budget of the Chapter and make recommendations for the Board of Directors.  The Committee may perform such other duties in connection with the finances of the Chapter as the Board of Directors may determine from time to time.

Section 2. Nominating Committee.  The President shall appoint a Chair of the Nominating Committee with the approval of the Executive Committee.  The remaining members of the Nominating Committee shall be appointed by the Chair with the approval of the Executive Committee.  There shall be no less than four (4) members including the Chair.

Section 3. Program Committee. The President shall appoint a Chair of the Program Committee with the approval of the Executive Committee. This committee shall be responsible for the planning and executing of the educational programs of the Chapter which reflect the objectives of MPI.

Section 4. Special Committees. The President, with the approval of the Board of Directors, shall appoint other committees, sub-committees, or task forces as are necessary and which are not in conflict with other provisions of these Bylaws. The duties of such committees shall be prescribed by the Board of Directors.

ARTICLE XI. Executive Director

Section 1. An Executive Director may be employed by the Board of Directors to serve at its discretion. The Executive Director’s duties and compensation shall be determined by the Board of Directors. Employment and discharge of the Executive Director shall require a two-thirds (2/3) majority vote of the entire Board of Directors.

ARTICLE XII. Finance

Section 1. Fiscal Period. The fiscal period of the Chapter shall be July 1 to June 30.

Section 2. Bonding. All non-paid Chapter Officers and Directors will be bonded under a group policy provided by MPI providing that two persons are required to sign Chapter checks; a third party has to reconcile the bank statement who does not sign checks or make deposits; and the Chapter must have an annual audit or accounting review.

Section 3. Budget. With recommendation of the Budget and Finance Committee, the Board of Directors in advance of the next fiscal period, shall adopt an annual operating

budget covering all Chapter activities. The Vice President for Finance shall furnish a financial report for the year just completed to the Board of Directors and to MPI within sixty (60) days and the membership within ninety (90) days following the end of each fiscal period.

Section 4. Audit. The accounts of the Chapter shall be reviewed not less than annually by a Certified Public Accountant who shall be recommended by the Board within thirty (30) days following the completion of each fiscal period.

ARTICLE XIII. Miscellaneous

Section 1. Operation and Use of Funds. The Chapter shall be organized and operated exclusively within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law) and no part of the net earnings of the Chapter shall inure to the benefit of any Director, Officer, member or other private person, except the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered.

Section 2. Dissolution. Funds are to be used only to accomplish the objectives and purposes specified by the Chapter and no part of such funds shall inure nor shall they be distributed to Chapter members.  On dissolution of the Chapter, any funds and all record/files are to be returned to MPI.

Section 3. Political Activities. The Chapter shall not contribute any of its earnings of property or provide any services for any political candidate, committee, party or organization.

Section 4. Indemnification. The Chapter shall indemnify and hold harmless each person who is now, or shall hereafter serve as a Director, Officer, employee, or agent of the Chapter from and against any and all claims and liabilities, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of his or her having heretofore or hereafter been a Director, Officer, employee, or agent of the Chapter, or by any reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such Director, Officer, employee or agent, and shall reimburse each such person for all legal and other expenses (including the cost of settlement) reasonably incurred by him or her in connection with any such claim, liability, suit, action or proceedings; provided, however, that no such person shall be indemnified against, or be reimbursed for, any claims, liabilities, cost, or expenses incurred in connection with any claim or liability, or threat or prospect thereof, based upon or arising out of his or her own negligence or willful misperformance of his or her duties as such Director, Officer, employee or agent. The determination of all questions as to the existence of negligence or willful misconduct as to the right to indemnification and reimbursement hereunder and the reasonableness of such costs and expenses may be made, and shall be final and conclusive if made, by the Board of Directors acting at a meeting at which a quorum is unaffected by self-interest (notwithstanding that other members of the quorum present but not voting may be so affected). The right accruing to any person under the provisions of this section shall not exclude any other right to which he or she may be lawfully entitled, nor shall anything herein contained restrict the right of the Chapter to indemnify or reimburse such person in any case even though not specifically provided for herein.

ARTICLE XIV. Amendments

Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of returned mail ballots, provided the proposed change has been sent in writing to the members thirty (30) days prior to the ballot deadline.

Section 2. Amendments may be proposed by the Board upon its own initiative or upon petition of at least ten percent (10%) of the Chapter members addressed to the Chapter Board. All such proposed amendments shall be presented to the membership by the Board of Directors with or without recommendations.

Section 3. The Chapter Bylaws will incorporate the MPI Minimum Chapter Bylaws and are

superceded by the MPI Minimum Chapter Bylaws and any future amendments thereto. Any and all amendments must be approved in advance by the President of MPI with the exception of name changes or territorial boundaries which must be approved by the Board of Directors of MPI prior to being submitted to the Chapter membership for approval. Further, when an amendment to the Bylaws of this Chapter is required and approved by the Board of Directors of Meeting Professionals International, that amendment shall automatically go into effect and become part of the Bylaws of this Chapter.

Principles of Professionalism

Meeting Professionals International’s Principles of Professionalism provide guidelines recommended for the business behavior of MPI members that affect their perceived character and thus the overall image of MPI. Commitment to these principles is implicit to membership and is essential to instilling public confidence, engaging in fair and equitable practices and building professional relationships with meeting industry colleagues.

As members of Meeting Professionals International, we are responsible for ensuring that the meeting industry is held in the highest public* regard throughout the world. Our conduct directly impacts this result.

Maintaining Professional Integrity

• Honestly represent and act within one’s areas of professional competency and authority without exaggeration, misrepresentation or concealment.
• Avoid actions which are or could be perceived as a conflict of interest or for individual gain.
• Offer or accept only appropriate incentives, goods and services in business transactions.

Utilizing Professional Business Practices

• Honor written and oral contracts, striving for clarity and mutual understanding through complete, accurate and timely communications, while respecting legal and contractual rights of others.
• Ensure rights to privacy and protect confidentiality of privileged information, received verbally, in writing, or electronically.
• Refrain from misusing solicited information, proposals or concepts.
• Commit to the protection of the environment by responsible use of resources in the production of meetings.
• Actively pursue educational growth through training and sharing of knowledge, expertise and skills to advance the meeting industry.

Respective Diversity

• Embrace and foster an inclusive business climate of respect for all peoples regardless of national origin, race, religion, sex, marital status, age, sexual orientation, physical or mental impairment.

*Encompasses oneself, the association, fellow members, meeting attendees, clients and customers, suppliers and planners, employers and the general public.

Adherence to these Principles of Professionalism signifies professionalism, competence, fair dealing and high integrity. Failure to abide by these principles may subject a member to disciplinary action, as set forth in the Bylaws of Meeting Professionals International.