MPI Wisconsin Chapter
CHAPTER BYLAWS

Restated April 2023

ARTICLE I. NAME AND LOCATION
Section 1.

Name. The name of this organization is Meeting Professionals International(“MPI”) Wisconsin Chapter a not-for-profit corporation, incorporated in the in
the United States of America

Section 2.

Chapter. The Chapter operates as a chapter of MPI, subject to all policies,
rules, practices, procedures, regulations, and bylaws made applicable by MPI
to its chapters, regardless of the Chapter’s specific acceptance of any of theabove. In these bylaws, all articles and sections pertain to the Chapter unlessspecifically designated "MPI”.

Section 3.

Geographical Area. The geographical area covered by the Chapter shall
include those areas as defined by MPI International Board of Directors.

Section 4.

Offices. The offices of the Chapter will be in the location approved by the
Chapter Board of Directors.
ARTICLE II. OBJECTIVES

Section 1.

The objectives of the Chapter shall be the same as those of MPI as set forth in
the Articles of Incorporation.

Section 2.

The Mission and Vision of the Chapter shall be the same as those of MPI, as
adopted by the MPI International Board of Directors.
ARTICLE III. MEMBERSHIP

Section 1.

Members. An individual who is a member of MPI may also affiliate with a
Chapter.

Section 2.

Qualifications. Membership qualifications and classifications shall be as
described in the current MPI bylaws and policies. Any member in goodstanding of MPI is eligible to affiliate with a Chapter regardless of geographic
area or location of business.

Section 3.

Rights and Responsibilities. All members and classes of members shall havesuch rights and responsibilities as these bylaws and the MPI International
Board of Directors may determine from time to time.

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Section 4.

Removal, Reinstatement and Resignation. Removal and resignation of members
and reinstatement of former members shall be defined in the current MPI Bylaws
and Policy manual.
ARTICLE IV. DUES

Section 1.

Dues and Fees, Delinquencies, Cancellations and Refunds. Policies related tomembership fees, delinquencies, cancellations and refunds shall be as definedin the current MPI bylaws and policy manual or as otherwise determined by the
MPI International Board of Directors.
ARTICLE V. MEETINGS OF MEMBERS AND VOTING

Section 1.

Regular Members Meetings. Regular member meetings will be held at times andplaces as determined by the Chapter Board of Directors.

Section 2.

Annual Members Meeting. The Annual Members Meeting shall be held at suchplace and on such date as may be determined by the Chapter Board of Directors.

Section 3.

Special Meetings. Special meetings may be called by any officer of the chapter
within thirty (30) days of receipt of written request signed by at least twenty
percent (20%) of the Chapter members. The business to be transacted at any
Special Meeting shall be stated in the notice thereof.

Section 4.

Meeting Notices. Notice of meetings shall be sent by mail, facsimile or electronic
media to each member at least twenty (20) days preceding the meeting.

Section 5.

Voting in Person. Each eligible member shall have one (1) vote and may takepart and vote in person or by proxy. Unless otherwise specifically provided inthese bylaws, a majority vote of those members, present and voting, in personor by proxy, shall govern.

Section 6.

Voting by Mail, Facsimile or Electronic Media. Proposals to be offered to themembership for vote by mail, facsimile, or electronic media (including e-mail andboard governance software and tools to the address provided by the member tothe organization), shall first be approved by the Chapter Board of Directors
unless the proposals are endorsed by at least twenty percent (20%) of the voting
members, in which case, Chapter Board of Directors’ approval shall not benecessary. At least twenty percent (20%) of all members eligible to vote must
vote for the action to be valid, and a majority of those voting shall determine theaction.

Section 7.

Quorum of Members: At an annual or special meeting of members, a quorum
shall consist of twenty percent (20%) of members entitled to vote, represented
in person or by proxy. In the event a quorum is not present, those in attendance
may adjourn the meeting until a quorum is present without further notice. If aquorum is present, the affirmative vote of a majority of votes shall be the act ofthe members unless the vote of a greater number is required by law, the Articles
of Incorporation or these bylaws.

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Section 8.

Rules of Order. The meetings and proceedings of the Chapter shall endeavor to
be governed by parliamentary law as set for in Robert’s Rules of Order, the mostrecent edition, when it does not conflict with law, the Articles of Incorporation orthese bylaws.

Section 9.

Elections. Chapter elections shall be conducted in accordance with MPI policies.
ARTICLE VI. OFFICERS

Section 1.

Officers. There shall be a minimum of seven officer positions of the Chapter
which are Immediate Past President, President, President-Elect, Vice President
Finance, Vice President Membership, Vice President Education and Vice
President Marketing and Communications. Additional officers may be included
as deemed necessary by the Chapter Board of Directors. The seven minimum
officer positions and any others created by the Chapter Board of Directors mustbe filled by a minimum of 5 individual officers. The President cannot concurrently
serve as the Vice President Finance. Officers’ other than the President and
Immediate Past President shall be elected by membership and shall service until
their successors have been duly elected and have assumed office.

Section 2.

Eligibility. Any member in good standing of MPI whose primary affiliation is withthis Chapter is eligible for nomination and election to any elective office. It ispreferable that the member has served on the Board of Directors for a minimumof one year.

Section 3.

Nomination and Election. Nominations will be made in accordance with thesebylaws.

Section 4.

Term of Office. Each elected officer shall take office on the first day of the fiscal
year and shall serve for up to three consecutive one (1) year terms or until a
successor is duly elected and installed. Each elected officer shall serve
concurrently as a member of the Chapter Board of Directors and as a memberof the Executive Committee if the Chapter has chosen to establish an Executive
Committee. The President Elect shall automatically become Chapter President
on the first day of the next fiscal year following election as President Elect.

Section 5.

Re-election. The President and/or President Elect, upon the recommendation of
the Nomination Committee and as approved by the Chapter Board of Directors,
may be re-nominated for an additional one-year term. The Vice Presidents may
be re-elected to serve in the same office for up to three consecutive one-year
terms. If selected to fill an unexpired one-year term, the extended term shall not
be considered for determining eligibility for subsequent re-election to the office.

Section 6.

Vacancies and Removal. Vacancies in offices may be filled for the balance of theterm by a majority vote of the Chapter Board of Directors. In the event a vacancy
occurs after the nominating process is closed, but before the end of the current
fiscal year, a person so selected to fill a vacancy shall serve until the end of thenext fiscal year and until a successor is duly nominated and elected inaccordance with these bylaws. The Chapter Board of Directors, by a two-thirds(2/3) vote of the voting directors, may remove any officer for failure to comply
with such officer’s responsibilities, violating MPI or Chapter policies, lack ofPage 3

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gainful employment in the industries served by MPI, or other cause. However, avacancy in the office of Immediate Past President shall be filled for the balanceof the term by the last Immediate Past President willing to serve. A vacancy inthe office of President shall be filled for the balance of the term by the PresidentElect.
ARTICLE VII. DUTIES OF OFFICERS
Section 1.

President. The President shall serve as Chair of both the Chapter Board of
Directors and the Executive Committee, if the Chapter has chosen to establish
an Executive Committee. The President shall also serve as an ex-officio member
on all committees except the Governance and Nominating Committee.
At the Annual Members Meeting and at such other times, the President shallcommunicate 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 or as may be prescribed by the Chapter Boardof Directors.

Section 2.

President-elect. The President-elect shall preside at all Chapter meetings in theabsence of the President, collaborate with officers to ensure Chapter minimum
standards are met, develop leadership succession planning strategies for the
Chapter and shall perform such other duties that may be delegated by the
President and/or the Chapter Board of Directors. In the absence of the President
or the President’s inability or refusal to act, the President-elect shall perform theduties of the President.

Section 3.

Immediate Past President. The Immediate Past President shall serve as theGovernance and Nominating Committee Chair, ensuring compliance andsupport of chapter bylaws and policy, and shall perform other duties that may
be delegated by the President and/or the Chapter Board of Directors.

Section 4.

Vice President Finance. The Vice President Finance shall oversee the Chapter's
funds and financial records. The Vice President Finance shall oversee collectionof all funds and/or assessments; shall establish proper accounting proceduresfor the handling of funds; and shall be responsible for keeping the funds in suchbanks, trust companies, and/or investments as are approved by the Chapter
Board of Directors or by the Executive Committee, if the Chapter has chosen to
establish an Executive Committee.
The Vice President Finance shall report on the financial condition of the Chapter
at all meetings of the Chapter Board of Directors and at other times when called
upon by the President.

Section 5.

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Vice President Membership. The Vice President Membership shall oversee newmember recruitment, new member orientation, member recognition programs,
scholarships and Chapter retention. The Vice President Membership will accessmembership reports including new members and retention from the MPI
database and report at all meetings of the Board of Directors and at other times
when called upon by the President.
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Section 6.

Vice President Education. The Vice President Education shall oversee theeducational offerings of the Chapter, to include program planning andeducational alignment with the Chapter’s strategic business plan. The Vice
President Education shall also oversee registration, logistics, content andspeaker sourcing for all meetings. The Vice President Education will report at all
meetings of the Chapter Board of Directors and at other times when called uponby the President.

Section 7.

Vice President Marketing and Communications. The Vice President Marketing
and Communications shall oversee the chapter communications. Vice Presidentof Marketing and Communications will oversee the timely communications asneeded to provide effective newsworthy information to the membership. In
addition, the Vice President Marketing and Communications shall oversee theproduction of the chapter newsletter and website, their content and accuracy,
and all written communication that is provided by the Chapter both internally andexternally. The Vice President Marketing and Communications shall also ensurethat all written communications follow the Chapter’s strategic business plan and
MPI policies, procedures, and brand guidelines. The Vice President Marketing
and Communications will report at all meetings of the Chapter Board of Directors
and at other times when called upon by the President.

Section 8.

Other Officer Positions. Officer positions other than those specified in thesebylaws may be established, and their duties specified by, the Chapter Board of
Directors.
ARTICLE VIII. BOARD OF DIRECTORS

Section 1.

Authority and Responsibility. The governing body shall be the Chapter Board of
Directors. The Chapter Board of Directors is responsible for reviewing andapproving the Chapter’s strategic plans and adopting sound, ethical, and legal
governance and financial management policies, as well as ensuring theorganization has adequate resources to advance its mission. The Chapter Boardof Directors shall also be responsible for the hiring and performance assessmentof chapter facilitator and chapter administrator and shall have such authority as
granted to it by applicable law.

Section 2.

Composition. Including the officers, the Chapter Board of Directors shall consistof a minimum of 5 and no more than 20, or as otherwise required by applicable
local, state, provincial or federal law.

Section 3.

Eligibility. Any member in good standing of MPI whose primary affiliation is withthis Chapter is eligible to be a member of the Chapter Board of Directors.

Section 4.

Nomination and Election. Nominations will be made in accordance with thesebylaws.

Section 5.

Term of Office and Re-election. Directors not defined as officers in Article VI,
Section 1 take office on the first day of the fiscal year and will be elected for a 1(one) year term or until their successors assume office. After serving one term,
Directors may be re-elected for up to two (2) additional one-year terms, and after
three (3) consecutive one-year terms they will not be eligible to serve in the sameoffice until at least one (1) year has elapsed from the expiration of the prior term.
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If selected to fill an unexpired one-year term, such term shall not be considered
for such purposes of determining eligibility for re-election. Directors may servea maximum of six (6) consecutive years on the Board unless they have been
elected to an officer position.
Section 6.

Vacancies and Removals. The Board of Directors, in its discretion, may fill any
vacancy occurring on the Chapter Board of Directors. A Director so selected by
the Chapter Board of Directors to fill a vacancy shall serve until the end of the
fiscal year and until a successor is duly nominated and elected in accordancewith these bylaws. In the event a vacancy occurs after the nominating process is
closed but before the end of the fiscal year, a person so selected to fill a vacancy
shall serve until the end of the next fiscal year and until a successor is duly
nominated and elected by the membership in accordance with these bylaws. The
Chapter Board of Directors, by a two-thirds (2/3) vote of the voting directors, may
remove any Director for failure to comply with such Director’s responsibilities,
violating MPI or Chapter policies, lack of gainful employment in the industries
served by MPI, or other cause.

Section 7.

Meetings. Meetings of the Chapter Board of Directors are to be held at least 4
times per year at times and places as determined by the Chapter Board of
Directors and except for executive sessions will be open for attendance by any
MPI Member in good standing whose primary affiliation is with this Chapter.
Notice of each meeting shall be given to all directors and members not less than
five (5) days nor more than sixty (60) days before the meeting is to be held.
Special meetings of the Chapter Board of Directors may be called by the
President at the request of fifty percent (50%) of the voting Directors by noticesent to each member of the Board of Directors, not less than five (5) days nor
more than sixty (60) days before the meeting is to be held.

Section 8.

Voting. Voting rights of a Director shall not be delegated to another nor exercisedby a proxy.

Section 9.

Quorum. A majority of the Chapter Board of Directors constitutes a quorum forthe transaction of the business of the Chapter Board of Directors.

Section 10.

Absences. The Board of Directors shall refer to the chapter policy regarding
attendance at its meetings.

Section 11.

Compensation. Directors and Officers shall not receive any compensation for
their service as an MPI Chapter Director or Officer, but they may be reimbursed
for reasonable expenses incurred in the performance of their duties to the
Chapter in accordance with such policies approved by the Chapter Board of
Directors. The term “compensation” means direct or indirect remuneration,
including gifts and benefits that are not insubstantial.
ARTICLE IX. EXECUTIVE COMMITTEE

Section 1.

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Authority and Responsibility. At its option, the Chapter Board of Directors may
choose to establish an Executive Committee. The Executive Committee may act
in place of the Chapter Board of Directors between Board Meetings on all
matters, except those specifically reserved to the Chapter Board of Directors by
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these bylaws, pursuant to delegation of authority to such committee by the
Chapter Board of Directors. Actions of the Executive Committee shall bereported to the Chapter Board of Directors for ratification by mail, facsimile,electronic media or at the next Chapter Board of Directors meeting.
Section 2.

Composition. The Executive Committee of the Chapter shall be the President,
President-elect, Immediate Past President, Vice President Finance, Vice
President Membership, Vice President Education (if the role exists), and Vice
President Communications (if the role exists), and it may include any such
additional members as the Chapter Board of Directors may designate.

Section 3.

Meetings. The Executive Committee meets at the call of the President or at therequest of two (2) members of the Committee.

Section 4.

Quorum. A majority of the Executive Committee constitutes a quorum for thetransaction of business of the Executive Committee.
ARTICLE X. OTHER COMMITTEES

Section 1.

Audit and Finance Committee. If the Chapter has chosen to establish an
Executive Committee, the Executive Committee shall also serve as an Audit and
Finance Committee. Or the Chapter Board of Directors shall establish an Audit
and Finance Committee, which shall be chaired by the Vice President Financeor such other person as shall be designated by Chapter Board of Directors. The
Committee may have such other members as may be appointed by the
President, and will assist the Chapter Board of Directors in fulfilling its oversight
responsibilities relating to the quality and integrity of the Chapter’s financial
reporting processes and accounting practices.

Section 2.

Governance and Nominating Committee. In accordance with policies theGovernance and Nominating Committee shall be appointed annually to assist
the Chapter Board of Directors in recruitment, evaluation, and nomination ofcandidates to the Board of Directors and as Officers.

Section 3.

Special Committees. The President, in accordance with the policies approved by
the Chapter Board of Directors, shall appoint such other committees,
subcommittees, or task forces as are necessary and which are not in conflict withother provisions of these bylaws. The duties of such committees shall beprescribed by the Chapter Board of Directors.
ARTICLE XII. FINANCE

Section 1.

Fiscal Year. The fiscal year of the Chapter shall be determined by the MPIInternational Board of Directors.

Section 2.

Insurance. The Chapter is required to maintain General Liability, Directors &Officers Liability, and if they employ an employee they must maintain
Employment Practice Liability insurance when applicable by law.

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Section 3.

Budget and Annual Financial Reports. With recommendation of the Audit and
Finance Committee, the Chapter Board of Directors in advance of the next fiscal
year shall adopt an annual operating budget covering all Chapter activities. The
Vice President Finance shall furnish a financial report for the fiscal year justcompleted to the Chapter Board of Directors, and the Chapter membership.

Section 4.

Audit or Review. The accounts of the Chapter may be audited or reviewed by anindependent third party at the chapter’s discretion.

Section 5.

Loans. The Chapter shall not make any loans to any of its Directors or Officers.

Section 6.

Contracts. Approval of the Chapter Board of Directors is required to enter into
any financial obligation, or a series of related financial obligations, on behalf of
the Chapter in excess of the amount(s) approved in the Annual Budget. All
contracts must be signed by both the Chapter President and VP of Finance.
ARTICLE XIII. MISCELLANEOUS

Section 1.

Operation and Use of Funds. The Chapter shall be organized and operated
within the meaning of Section 501 (c) (3) of the US Internal Revenue Code of1986 as amended (or the corresponding provision of the applicable tax-exemptlaw), and in accordance with the laws of any jurisdiction in which the Chapter isorganized. No part of the net earnings of the Chapter shall inure to the benefitof, or be distributable to, any director, officer, member or other private person,
except that the Chapter shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions infurtherance of its tax-exempt purpose.

Section 2.

Dissolution. On dissolution of the Chapter or a determination by MPI that the
Chapter is no longer eligible to be an MPI chapter, any funds (after paying or
making provision for the payment of all the liabilities of the Chapter) and allrecords/files must be returned to MPI, and the Chapter shall no longer indicate
or imply any affiliation with MPI. Chapters must adhere to laws governing
dissolution according to their state, province, or country.

Section 3.

Political Activities. The Chapter shall not contribute any of its earnings or property
or provide any endorsement or service for any political candidate, committee,
party or organization. The Chapter shall not carry on propaganda or otherwise
attempt to influence legislation, and the Chapter shall not participate in, orintervene in (including the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public office.

Section 4.

MPI Bylaws. Where there is a conflicting provision in these bylaws with theprovisions of the MPI bylaws, or where there is a provision in the MPI bylaws thatapplies to a situation where these bylaws are silent, then the MPI bylaws shallcontrol unless mandated by local, state, provincial or country law.

Section 5.

Indemnification. To the fullest extent allowed by the laws governing the Chapter,the Chapter shall indemnify any person who was or is a party, or is threatened
to be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (other than anaction by or in the right of the Chapter) by reason of the fact that he or she is orPage 8

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was a director, officer, employee or agent of the Chapter, or who is or wasserving at the request of the Chapter as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust of other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by such person in connection withsuch action, suit or proceeding, if such person acted in good faith and in amanner he or she reasonably believed to be in, or not opposed to, the bestinterests of the Chapter and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interestsof the Chapter or, with respect to any criminal action or proceeding, that theperson had reasonable cause to believe that his or her conduct was unlawful.
Section 6.

Conflicts of Interest. Directors and Officers of the Chapter shall be subject to theConflicts of Interest policy set forth in the MPI policy manual, and references
therein to MPI global officers and directors shall be construed to mean Chapter
officers and directors.

Section 7.

Records. The Chapter shall keep records of the general contents of discussions
at meetings and actions taken by the Members, Chapter Board of Directors, or
any committees appointed by the Chapter Board of Directors. The records shallnot be destroyed without prior consultation with MPI and its legal counsel.
ARTICLE XIV. AMENDMENTS

Section 3.

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These bylaws shall automatically be deemed amended to include provisions as
may be stated, from time to time, in the most recent Chapter bylaws promulgatedby MPI. All other additions, deletions and changes must be approved by the
President/CEO of MPI or his or her delegate 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. Anyreference to “minimum bylaws” in prior iterations of the Chapter bylaws
specifically refer to and include these bylaws.

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