Bylaws of the
PROFESSIONAL CONVENTION MANAGEMENT ASSOCIATION

REVISED MAY 2005

ARTICLE I
NAME

Section 1.The name of this organization is the "Professional Convention Management Association."

ARTICLE II
MISSION

The mission of the Professional Convention Management Association shall be to deliver breakthrough education and promote the value of professional convention management.

ARTICLE III
MEMBERSHIP

Section 1. There shall be 6 (six) classes of PCMA Membership: Professional, Supplier Partner, Associate, Faculty, Student and Emeritus.

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.

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.

Section 4. ASSOCIATE. This class of membership shall be open to individuals whose organization employs at least one Professional member or Supplier Partner member in good standing 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 individuals 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.

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.

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 in good standing 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 11. CLASS REVISION. Membership classes may be revised at any time by 2/3 vote of the entire Board of Directors.

ARTICLE IV
DUES

Section 1. Dues for all categories shall be established by the Board of Directors.

Section 2. Dues shall be assessed and collected annually, and shall be considered delinquent if not paid within sixty (60) days from the due date. Any member whose annual dues are delinquent at the end of this 60 days period shall be dropped from the membership rolls without further notice.

Section 3. There will be no refunds of membership dues to any member whose membership has been terminated for any reason.

ARTICLE V
MEMBERSHIP MEETINGS AND VOTING

Section 1. ANNUAL AND SPECIAL MEETINGS. The Association shall hold an Annual Meeting in each calendar year at the time and place to be fixed by the Board of Directors. Special meetings of the Association may be called at any other time by the Chairman of the Board, at the request of the Board of Directors, or upon the written petition of five percent (5%) of the Professional members in good standing.

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 specific 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 consist of five percent (5%) of the Professional members in good standing.

Section 4. VOTING AT MEETINGS. At all meetings of the membership, each Professional member in good standing shall have one (1) vote, but may take part and vote in person only; proxy voting is not permitted. Unless otherwise specifically provided by these Bylaws, a majority vote of those Professional members present and voting shall govern. A majority being a number more than half of the total number, providing that a quorum is present.

Section 5. VOTING BY MAIL. 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 all Professional members in good standing shall have cast a ballot, and a majority of those voting shall govern. A majority being a number more than half of the total number. 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 then current edition of STURGIS STANDARD CODE OF PARLIAMENTARY PROCEDURE, except as may be otherwise provided in these Bylaws.

ARTICLE VI
OFFICERS AND DIRECTORS

Section 1. OFFICERS. The corporate officers of this Association shall be the Chairman of the Board, the Chairman-Elect and the Secretary-Treasurer. All of the officers must be Professional members of PCMA in good standing.

DIRECTORS. The Board of Directors shall consist of the Chairman of the Board, the Chairman-Elect, the Secretary-Treasurer, the Immediate Past Chairman, ten (10) Professional member Directors, and four (4) Supplier Partner member Directors, all of whom shall be PCMA members in good standing.

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 Chairman of the Board, the Chairman-Elect and the Secretary-Treasurer shall each hold office for one (1) year, and shall not succeed themselves. The Immediate Past Chairman of the Board shall serve until his successor becomes eligible to assume the office.

(b) Each of the fourteen (14) 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.

(a) In the event of a vacancy in the office of the Chairman of the Board, by death, resignation, removal or expiration of tenure, the Chairman-Elect shall automatically succeed to the Chairmanship.

(b) 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.

ARTICLE VII
DUTIES OF OFFICERS

Section 1. THE CHAIRMAN OF THE BOARD.

(a) The Chairman 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.

(b) The Chairman 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 CHAIRMAN-ELECT.

(a) The Chairman-Elect shall be a member of the Board, and shall have such other powers, and perform such other duties, as the Chairman of the Board and/or the Board may prescribe. The Chairman-Elect shall make all committee appointments, as provided in these Bylaws. In the absence of the Chairman of the Board, the Chairman-Elect shall be the presiding officer.

(b) Following election to office, the Chairman-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 Chairman-Elect will ask the Board to create after succeeding to the chairmanship 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 Chairman 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.

ARTICLE VIII
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. 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.

(a) The Board shall meet immediately preceding the Annual Meeting of the Association.

(b) Special meetings of the Board may be called initially by the Chairman 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. Nine (9) 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 being a number more than half of the total number, provided 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.

ARTICLE IX
EXECUTIVE COMMITTEE

Section 1. COMPOSITION. The Executive Committee shall be composed of five (5) members: the Chairman of the Board, the Chairman-Elect, the Secretary-Treasurer, the Immediate Past Chairman of the Board, and the Senior Supplier Partner member representative.

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 Chairman 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 Chairman of the Board, or upon the call of three (3) Committee Members, upon seventy-two (72) hours notice given by mail, facsimile, telephone or e-mail to all members.

Section 4. QUORUM. Three (3) members of the Committee shall constitute a quorum.

Section 5. MANNER OF ACTION.

(a) The Chairman 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.

(b) Actions of the Committee shall be reported to the Board for ratification at its next meeting.

ARTICLE X
STANDING AND SPECIAL COMMITTEES

Section 1. The Standing Committees of the Association shall include the following: Executive, Finance, and Nominating.

Section 2. FINANCE COMMITTEE.

(a) The Finance Committee shall be composed of the Secretary- Treasurer, Chairman-Elect, Immediate Past Secretary-Treasurer, PCMA Foundation Secretary-Treasurer, and one (1) Supplier Partner Director. 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. NOMINATING COMMITTEE. The Nominating Committee shall be composed of nine (9) members to be appointed by the Chairman-Elect: The two (2) most recent past Chairmen of the Board, one (1) most recent Supplier Partner member no longer on the Board, one (1) former Professional member no longer on the Board from the past two years, five (5) additional at-large members with at least one (1) of these members being a current PCMA Chapter President, and the PCMA President and CEO as an ex-officio member, without vote. No officer shall be eligible to serve on this committee. Its chairperson shall be the senior of the two (2) past Chairmen of the Board.

Section 4. OTHER COMMITTEES. The Chairman of the Board may appoint additional committees to promote the objectives, purposes and activities of the Association. Their composition and duties shall be prescribed by the Board.

Section 5. COMMITTEE APPOINTMENTS. The membership of all committees, with the exception of the Finance and Executive Committees, shall be appointed by the Chairman-Elect.

ARTICLE XI
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.

ARTICLE XII
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 members of PCMA in good standing 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 in good standing 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 Professional membership for an officer or Professional member Director, or by written petition signed by five percent (5%) of the Supplier Partner membership for Supplier Partner member Director. 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 ballot of the membership. In such cases, those officers and directors shall be elected by the Professional members, except for the Supplier Partner member Directors who shall be elected by the Supplier Partner 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.

Mailing labels for all members qualified to vote in the election. The third party shall by November 15 mail the cover letter and ballot to the appropriate class of members. Ballots shall be returned by mail 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 Chairman of the Board. The candidates for each position receiving the highest number of votes for each office shall be declared elected.

ARTICLE XIII
FINANCIAL MATTERS

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.

ARTICLE XIV
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.

ARTICLE XV
CHAPTERS

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.

ARTICLE XVI
AMENDMENTS

Section 1. These Bylaws may be amended, revised or repealed by a two-thirds (2/3) vote of the Professional membership present and voting 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 Professional members at least thirty (30) days before the meeting at which action is to be taken; or by two-thirds (2/3) vote of the Professional members voting by a thirty (30) day mail ballot. Section 2. Amendments may be proposed by the Board on its own initiative, or upon the petition of ten percent (10%) of Professional members in good standing, addressed to the Board. All such proposed amendments shall be presented by the Board to the Professional membership, with or without recommendations, as the Board may determine.

ARTICLE XVII
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.

ARTICLE XVIII
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.