Effective January 1, 2022
Approved October 16, 2021
ARTICLE I
NAME
Section 1: NAME: The name of this organization shall be the Education Foundation of the Professional Convention Management Association, Inc. (the “Foundation”).
ARTICLE II
PURPOSE
Section 1: PURPOSE: The Foundation is organized for research, educational, and scholarship purposes as meant by and within the meaning of those terms as used in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE III
MEMBER
Section 1: The Professional Convention Management Association, Inc. (“PCMA”) shall be the sole member of the Foundation.
ARTICLE IV
OFFICERS
Section 1: ELECTED OFFICERS: The officers of the Foundation shall be a Chair, a Chair-Elect, a Secretary-Treasurer and an Immediate Past Chair, except that, in 2022, there shall be two individuals serving as Immediate Past Chair. The officers shall be those individuals serving from time to time in the same offices of (PCMA).
Section 2: PRESIDENT: The President and CEO of PCMA shall serve as a non-voting member of the Board of the Foundation.
Section 3: TERM OF OFFICE: The term of office for all officers shall be their term in the same office in PCMA.
ARTICLE V
DUTIES OF OFFICERS
Section 1: THE CHAIR OF THE BOARD OF TRUSTEES: The Chair of the Board shall be the chief elected officer of, and the official spokesperson for the Foundation, 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.
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: 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 Foundation.
Section 3: THE SECRETARY/TREASURER: The Secretary/Treasurer shall be responsible for monitoring and reporting the financial activities of the Foundation and shall ensure an annual audit of the financial records of the Foundation. The Secretary/Treasurer or a designee is responsible for overseeing the maintenance of the meeting minutes of the Executive Committee and the Board. The Secretary/Treasurer shall serve as the Chair of the Finance Committee.
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 their term as Chair; and shall perform such duties as may be prescribed by the Board.
Section 5: THE PRESIDENT AND CEO OF PCMA: The President and CEO of PCMA shall ensure that the Foundation is appropriately staffed to carry out the work of the Foundation. The activities of the Foundation shall be set by the Foundation Board in consultation with the PCMA President and CEO. 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.
ARTICLE VI
BOARD OF TRUSTEES
Section 1: AUTHORITY: The Board of Trustees shall have the oversight, control, and direction of the affairs of the Foundation. It shall determine its policies or changes therein within the limits of these Bylaws. It may adopt such policies and procedures for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board of Trustees shall have the authority to approve the Foundation budget and accept the audit.
Section 2: COMPOSITION: The Board of Trustees shall consist of those individuals serving from time to time on the Board of Directors of PCMA.
Section 3: COMPENSATION: All members of the Board of Trustees shall serve without compensation.
Section 4: QUORUM: A majority of the trustees shall constitute a quorum at any meeting of the Board. Business transacted shall require a majority vote of the trustees 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 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) trustees. 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 trustee, 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 Trustees may meet by means of audio or visual conference, provided that notice is given to the members prior to the meeting, and that a quorum of trustees participates.
Section 6: RULES OF ORDER: The meetings and proceedings of the Foundation shall be regulated and controlled by Sturgis’ The Standard Code of Parliamentary Procedure (most recent edition) for parliamentary procedure, except as may be otherwise provided by the Articles of Incorporation, these Bylaws, or statute. The rules of procedure may be suspended by majority vote of those present and voting at any meeting.
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) All of the trustees 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 VII
EXECUTIVE COMMITTEE
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.
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.
ARTICLE VIII
FINANCE COMMITTEE
Section 1: PURPOSE: The Finance Committee shall be responsible for the preparation of the annual budget which shall be prepared and submitted to the Board of Trustees in advance of the next fiscal year for their review and approval.
Section 2: COMPOSITION: The Finance Committee shall consist of those individuals serving from time to time as the Finance Committee of PCMA.
Section 3: FISCAL YEAR: The fiscal year of the Foundation shall be consistent with that of PCMA.
ARTICLE IX
AUDIT COMMITTEE
Section 1: PURPOSE: The Audit Committee provides financial oversight of the organization’s financial reporting and accounting practices including engaging and overseeing the annual audit process and 990 preparation performed by an independent auditor (Certified Public Accountant). The annual audit shall be subject to acceptance by the Board of Trustees.
Section 2: COMPOSITION: The Audit Committee shall consist of those individuals serving from time to time as the Audit Committee of PCMA.
ARTICLE X
AWARDS COMMITTEE
Section 1: PURPOSE: The Awards Committee shall select the annual Lifetime Achievement Honorees. The Committee shall all be responsible to select the winners of all other awards presented at the Visionary Awards. The Committee is also empowered to add additional awards with the approval of the Board of Trustees from time to time as deemed appropriate.
ARTICLE XI
GRANTS COMMITTEE
Section 1: PURPOSE: The Grants Committee shall steer the Foundation’s disbursement initiatives through funding of research and scholarships. The committee will review strategic project proposals, grant and scholarship applications as needed in conjunction with official deadlines. The committee shall recommend projects and applications for funding, reject based on criteria, or postpone for more information. Strategic Projects, Grants, and Scholarships are subject to final approval by the Board.
Section 2: COMPOSITION: There shall be a minimum of 5 members of the Grants Committee: up to 3 members of the Board of Trustees, one who will be appointed Chair and a minimum of 2 PCMA members at large.
ARTICLE XII
DEVELOPMENT COMMITTEE
Section 1: PURPOSE: The Development Committee shall serve to ensure sufficient financial resources are available to carry out the Foundation’s mission. The Development Committee shall lead the Board of Trustees’ participation in resource development and fundraising.
Section 2: COMPOSITION: There shall be a minimum of 5 members of the Development Committee: up to 3 members of the Board of Trustees, and a minimum of 2 PCMA members at large.
ARTICLE XIII
PRINCIPAL OFFICE AND RESIDENT AGENT
Section 1: PRINCIPAL OFFICE: The Foundation shall maintain its principal office at the headquarters of PCMA.
Section 2: RESIDENT AGENT: The Foundation shall be incorporated in the District of Columbia in the United States of America, and at all times shall have a designated resident agent in the District of Columbia authorized to accept notices or service of process for the Foundation.
ARTICLE XIV
INDEMNIFICATION
Section 1: INDEMNIFICATION: The Foundation shall indemnify each of its trustees, officers, and employees and former trustees, officers, and employees against reasonable expenses, (including attorney’s fees), actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been such Director, officer or employee, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Expenses incurred in defending an action, suit, or proceeding will be paid by the Foundation in advance of the final disposition of such action, suit or proceeding upon receipt of agreement by the trustee, officer, or employee to repay such amount unless it shall be ultimately determined that he/she is not entitled to be indemnified by the Foundation under this Article.
ARTICLE XV
AMENDMENT
Section 1: MANNER OF SUBMITTING: Proposed amendments to these Bylaws shall be submitted in writing to the Chair who shall then send copies of the proposed amendment to the members of the Board of Trustees no less than (30) days prior to the meeting at which amendments are to be considered.
Section 2: ADOPTION: An amendment may be passed by (1) a majority vote of the Board of Trustees at a meeting; (2) a majority electronic vote of the Board of Trustees, provided votes are received within (10) days of the original mailing. The Board of Trustees also shall specify the manner and timing of the vote on the amendments.
ARTICLE XVI
DISSOLUTION
Section 1: VOTE: A vote to dissolve the Foundation shall require an affirmative majority of the Board of Trustees and approval by the sole member. The vote may be taken electronically or in person, but not by proxy.
Section 2: DISTRIBUTION: In the event of the dissolution of the Foundation, the Board of Trustees shall, after paying or making provisions for payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations exclusively for the purposes within the intention of Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Code), contingent upon approval by the sole member.
Bylaws