MEETING PROFESSIONALS INTERNATIONAL POLICY MANUAL
Revised and approved by the International Board of Directors September 11, 2023

ARTICLE IMEETING PROFESSIONALS INTERNATIONAL
THE ASSOCIATIONSECTION 1. Meeting Professionals International (MPI) is an Illinois not-for-profit corporation with aregistered office in the State of Illinois. The corporation may have other offices inside or outside of theState of Illinois.
SECTION 2. LOCATION: The central business office of MPI is located at 2711 LBJ Freeway, Suite 600,
Dallas, TX 75234-7349. MPI may establish regional offices.
ARTICLE IIMISSION and VISION STATEMENTVISION: Lead and empower an inclusive meeting and event community to change the world.
MISSION: Connect the global meeting and event community to learn, innovate, collaborate andadvocate.
ARTICLE III
MEMBERSHIPSECTION 1. MEMBERSHIP CATEGORIES:
1.1

Regular Members will include the following membership categories:
Supplier Meeting Professional – a person who provides and/or sells products and services to themeetings industry, such as destination management, hotelier, audio-visual, florist, transportation,
production, or convention and visitors bureau company. This classification of membership is not
limited to the groups listed.
Meeting Professional – a person who is a sole proprietor of, or is employed or engaged by, ameeting management company, corporation, association, or government agency who provides
meeting services including strategic and financial management and/or professional meetings
management services to multiple clients. Members in this category must specify whether their job
responsibilities are primarily planning or supplying based on where they spend 51% or more of
their time.
Retired - Retired membership shall be available to those individuals no longer employed full timein any manner, who are not employed part-time or as a consultant in the meeting and event
industry, and who meet the following criteria:
The candidate must have been an MPI member in good standing for five years or moreprior to their retirement status.

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The request for consideration must be submitted in writing documenting the request andtheir retired status.
Faculty - Faculty membership shall be available to those individuals employed as faculty in postsecondary academic programs related to the meetings, hospitality, events, or tourism industries.
The applicant’s main employment, remuneration, direction, and efforts must be in a recognized
academic institution, and they must be considered an employee with their institution. Guest
lecturers are not eligible for faculty membership. Faculty members will be required to provide
proof of academic employment on an annual basis to retain their faculty membership.
1.2

Student - Student membership shall be available to those individuals enrolled in a post-secondary
academic program. The student must be enrolled in either a certificate, undergraduate or
graduate program unless the academic institution defines it otherwise. Students enrolled in a
certificate program will be eligible for student membership, but will not be eligible for the transition
dues rate upon completion of their program. Proof of enrollment must be received at MPI before
a student can be accepted into membership and upon renewal in order to retain their student
membership. Proof of enrollment can be one of the following: copy of course schedule with list ofclasses from faculty advisor, copy of unofficial transcript, tuition payment receipt, or letter fromacademic advisor or professor. Eligibility for student membership is set for a determined numberof years:
Post-Secondary Program
Certificate
Undergraduate
Graduate

Maximum Number of Years of Student Membership242

1. 2.1 Students renewing their membership will need to re-qualify by submitting updated proofof enrollment at time of dues remittance. Proof of enrollment can be one of the following:
copy of course schedule with list of classes from faculty advisor, copy of unofficialtranscript, tuition payment receipt, or letter from academic advisor or professor.
1. 2.2 Student members in undergraduate, graduate and certificate programs will be listed in themember directory as students with company and title information removed.
1.3

Honorary & Life Membership - Upon request, consideration shall be given by the MPI International
Board of Directors for honorary and life memberships to qualified candidates.
1.3.1

Honorary Membership - Honorary members will include, but not be limited to, charter
members published as a part of the 1972 MPI Membership Directory. These charter
members receive complimentary membership annually, including full membershipbenefits. The MPI International Board of Directors may also bestow a one-time, honorary
membership upon other persons, as they deem acceptable, with no benefits ofmembership.

1.3.2

Life Membership - To become a Life Member of MPI, a qualified candidate must be acurrent member in good standing for a minimum of twenty-five (25) combined years ofmembership during which a commitment to the meeting industry was demonstrated andretired from the meetings and events industry. For this policy, “retired” is defined as aperson not employed for substantial remuneration in the meeting industry. Life members
will be recorded as such and receive a complimentary membership annually with full
membership benefits, excluding the ability to vote or hold office. They will also receive
appropriate public recognition by MPI and a certificate of membership status immediately
upon being named a Life Member.
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The Life Membership application period is open from January 1 – March 31 of each year.
No more than five (5) life memberships shall be awarded annually. The Chapter andMembership Advisory Council (CMAC) will review all applications in May prior topresenting them to the International Board of Directors for approval in June. Life
Membership applications signed by the applicant will include affirmation they are not
employed, as defined above, and will affirm that if they become employed, they will notify
MPI.
1.4

Legacy Membership - To be considered a Legacy member of MPI, the individual must be an
MPI member in good standing for at least twenty-five (25) combined years. Legacy members
will be recorded as such and receive a premier membership at the preferred membership rateannually upon the time of their membership renewal after the 25-year mark is reached.

SECTION 2. MEMBERSHIP PRIVILEGES AND RESPONSIBILITIES:
2.1

2.2

As a member of MPI, an industry professional is expected to:
2.1.1

Display high ethical standards; (adhere to MPI Principles of Professionalism).

2.1.2

Support MPI global programs and activities designed to assist members or contribute to
the benefit of the industry.

2.1.3

Share the knowledge one has with others to continue to strengthen the effectiveness ofthe global industry and its professionals; and2.1.4

Use the services and programs offered by the Association without the expectations of the
Association substituting for company marketing and sales activities.

The Association is expected to:
2.2.1

Provide excellent education and training opportunities for its diverse membership.

2.2.2

Promote a professional and ethical environment for the global meeting industry.

2.2.3

Stay at the forefront of advocacy for issues germane to the benefit of the industry.

2.2.4

Promote professional growth of the membership.

2.2.5

Market membership to the global meeting industry.

2.2.6

Provide auxiliary services helpful to members.

2.3

PRINCIPLES OF PROFESSIONALISM: Violation of the Principles of Professionalism by an MPI
member may be cause for suspension of, or expulsion from, membership in MPI. The Principles
of Professionalism document is attached with this Policy Manual as Addendum I.

2.4

CENSURE, SUSPENSION, OR TERMINATION OF MEMBERSHIP: For any cause other than
non-payment of dues, fees or assessments, removal shall occur only after the member
complained against has been advised of the complaint and has been given a reasonable
opportunity for defense.

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SECTION 3. APPLICATION AND REVIEW OF MEMBERSHIP CATEGORY:MPI staff shall periodically review each membership to verify the member's continuing eligibility for thecurrent class of membership. Additional information may be requested. After reviewing all the data, MPI
staff shall determine the appropriate class of membership. Any decision requiring a change in the classof membership may be appealed to the MPI International Board of Directors. The decision of the MPIInternational Board of Directors shall be final. If the member refuses to change categories, the member
will be deemed to have resigned from membership.
3.1

MPI Global must be notified when a member changes employment from one organization toanother. A membership renewal notice will be sent annually to the last known address or email
address. If a member does not renew within sixty-one (61) days of the end of the dues period
and wants to regain their MPI membership, he/she may do so by reinstating their membership bypaying dues for the period their membership lapsed, thus retaining the original date they joined,or they may reapply for membership.

SECTION 4. TRANSFER OF MEMBERSHIP:
4.1

Membership in MPI shall belon to the individual, not the employing organization. It is the right of
the individual members to take their membership with them when they change employment.

4.2

A member who changes employment and decides to retain their membership must change theiraddress with MPI Global to receive member benefits.

4.3

A member who changes employment and decides to conclude their membership may transfer
their membership to a qualified employee within the same company, provided the following
conditions are met:

4.4

4.3.1

Written notice of transfer of membership, signed by the current member, with proper andcomplete paperwork, must be provided to MPI Global prior to the expiration date ofmembership. The notice must include the full name and address of the new member who
will assume the current membership through its expiration date. An administrative
processing fee of $50 will be charged for each transfer of membership.

4.3.2

The individual receiving the transfer must complete an MPI membership application.

Membership transfers are not applicable to Essential members, Life members, students, faculty,
and honorary members.
ARTICLE IV
CHAPTERS/CLUBS/OTHER ORGANIZATIONSSECTION 1. CHAPTER/CLUB GENERAL REQUIREMENTS:
A potential Chapter/Club of MPI shall apply for a charter subject to the following criteria:
1.1

CHAPTER/CLUB APPROVAL: An application for a new Chapter/Club shall be subject to theapproval of MPI International Board of Directors.

1.2

CHAPTER/CLUB BOUNDARIES:New Chapter/Club geographical boundaries shall be
determined by the MPI International Board of Directors to facilitate the regular attendance ofmembers at Chapter/Club meetings and to further the educational objectives of MPI.
Geographical boundaries should be established which would minimize travel for the greatest
number of members within the geographical boundaries. When established Chapters/Clubs are
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in existence, jurisdiction shall be clearly defined at a suitable boundary between existing andproposed new Chapter/Club before a charter is granted.
1.2.1

CHAPTER NAME AND GEOGRAPHICAL BOUNDARY CHANGES: Requests bychapters for a change in chapter name or geographical boundary must be approved by
the MPI International Board of Directors before being submitted to the chapter
membership for approval. Further, the MPI International Board of Directors, in the bestinterest of MPI and its membership, may require any chapter to change its name and/or
its territory and they shall have full authority to revoke the charter of any chapter for noncompliance.

1.3

REBATES: The Chapter/Club will be entered into MPI records the first day of the month following
charter with the first rebate to be paid the last day of the second month following charter.

1.4

MEMBER ASSIGNMENT: Members in defined Chapter/Club shall be assigned to Chapter/Club
membership by MPI Global if no chapter affiliation is indicated in a new member application.
However, a member may request transfer to a different chapter in writing. No dues for thetransferred member shall be paid to the affected Chapter/Club until the next renewal anniversaryof the member.
1.4.1

An individual may be a member of only one chapter but may pay an additional fee to beplaced on another chapter's mailing list if that is the chapter's practice. A nonmember is
not eligible for such affiliate membership. An affiliate member of another chapter will
receive chapter correspondence such as chapter newsletters, e-mail correspondence,monthly education information and other items determined by the chapter. Affiliate
members may serve on committees of the affiliate chapter. If a member has requested
affiliate membership in a chapter, it is up to the chapter to contact MPI Global to ensure
membership. Any Preferred or Premier Member of MPI shall be eligible to attend all
chapters’ general membership meetings at the member fee. Any member attending achapter meeting shall adhere to the reservation and cancellation policy of that chapter.

1.5

REPORTING: Each MPI Chapter/Club shall submit required documents as noted in the Chapter
Policy Manual and the Chapter Bylaws.

1.6

CHAPTER/CLUB BOARDS AND COMMITTEES: Any individual assigned or elected to a
Chapter/Club board or committee must be an MPI member in good standing.

SECTION 2. CHAPTERS:
2.1

CHAPTER BYLAWS: Chapter bylaws, must be approved by the MPI President/CEO or his/her
designee.

2.2

MINIMUM MEMBERSHIP: The minimum membership for chartering a new MPI chapter shall beforty (40) members at the time of chartering, two-thirds of which must be in the primary location(main population source within determined boundaries) or as otherwise authorized by the MPIInternational Board of Directors.

2.3

START-UP FUNDS: At the time of charter approval by the MPI International Board of Directors,
the chapter will be provided with a start-up fund of one thousand dollars ($1,000 USD). Chaptersmust establish a local legal entity and a bank account prior to the transfer of funds.

2.4

CONDITIONAL CHARTER: The chapter is conditional for three (3) years. At the end of two (2)years, the chapter must have consistently met the minimum standards for chapter performance.
In the event minimum standards have not been met, a remedial action plan will be created. At
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the end of three (3) years, if minimum standards have not been met, the chapter surrenders its
charter. It is still eligible to remain a club, with less stringent operating standards, and may
reapply for chapter charter at any time the conditions have been met for application. If a club
reapplies for chapter status and it is approved by the MPI International Board of Directors, they
are not eligible for an additional one thousand dollars ($1,000 USD).
2.5

CHAPTER MINIMUM STANDARDS: Each chapter must meet the criteria set forth in the Chapter
Policy Manual to maintain its charter as an MPI Chapter.

2.6

STEPS IN EVALUATING CHAPTER STATUS: MPI chapters will be evaluated based on chapter
performance standards as defined by MPI Global annually. Please refer to the Chapter Policy
Manual for performance requirements.

SECTION 3. CLUBS:MPI Clubs are created for the purpose of promoting the development of the meeting industry profession
through MPI’s work within the global industry. Clubs may file for chapter charter at any time, providing
they meet the minimum standards outlined in the Chapter in Formation Manual. They may also opt toremain as a club if they remain under twenty (20) members but will not receive the same benefits in termsof dues rebates, programs, and staff support as a chapter. A specific region can complete an application
for club status through obtaining a copy of the Chapter in Formation Manual.
3.1
GOVERNING STRUCTURE: It is the expressed nature of clubs that they operate without the
bylaws which govern MPI chapters. They are, however, required to meet a limited number of standards
to support club activities and should become familiar with chapter operations management to graduate
to chapter status following charter, if the Club has initiated the Chapter-in-Formation process.
3.2
MINIMUM MEMBERSHIP: Minimum membership for club status shall be twenty (20) members,
two-thirds of which must be in the primary location, (main population source within determinedboundaries), or as otherwise authorized by the MPI International Board of Directors. Names of thesemembers must be submitted at time of submission for club status to MPI Global.
3.3
STARTUP FUNDS: Clubs will be provided a start-up fund of $ 1,000 USD per approval by the
MPI International Board of Directors. Clubs must establish a bank account prior to the transfer of funds.
3.3.1

CLUB STANDARDS:

a. A Club must establish a steering committee that consists of local MPI members, a minimumof one-third of which should consist of meeting planners. The steering committee should meeton a quarterly basis and minutes should be taken during such meetings. Clubs may apply fora chapter charter once membership is over 30 members. Information on steering committee
is outlined in the Club Manual.
b. Maintain Generally Accepted Accounting Procedures.
c. Maintain a fiscal year budget and submit by the first day of the club’s fiscal year and submit a
Club activity report each quarter to MPI Global.
d. Elections/Nominations for new steering committee should take place on an annual basis toensure the continued stability of the club. Requirements for elections/nominations will be
provided to MPI Global.
3.4

MINIMUM STANDARDS FOR CLUB WHO ARE CHAPTER-IN-FORMATION PERFORMANCE:MPI Global should receive quarterly reports on club activities, as well as review each Club’s
Reports should consist of meeting attendance, growth numbers, education evaluation scores,
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outreach program updates to recruit new members, how current members engage in club
activities, etc.
3.5

DEVELOPMENT STRUCTURE: MPI Clubs may apply for Chapter-In-Formation status once they
have a minimum of forty (40) members. Clubs that have applied for chapter status (Chapters-InFormation) will continue to receive the rebate applicable for clubs until the application has been
approved by MPI International Board of Directors. A club will be given twelve (12) months to meetall criteria for chapter status. If they do not gain chapter status in twelve months, they must
reapply and begin another twelve-month (12) process. They may re-apply at any time.

3.6

STEPS IN EVALUATING CLUB CHARTER:
MPI Clubs will be evaluated quarterly based on:
a.
b.
c.
d.
e.
f.

Monthly retention as compared with global retention.
Monthly membership ratio (members gained minus members lost).
Total number of members.
Financial status.
Volunteer participation ratio (total members/total volunteers).
Leadership factors

SECTION 4. STUDENT CLUBS: For the mutual benefit and membership growth of MPI, the MPIInternational Board of Directors may establish, modify, or dissolve student organizations which shall beaffiliated with and recognized by an academic institution of higher learning. Each student organization, in
addition, shall conduct itself in accordance with such policies as the MPI International Board of Directors
may prescribe from time to time and shall, to the extent possible, be affiliated with an appropriate local
MPI chapter. If no local chapter exists, MPI management shall provide for other means of integration of
the student organization. Student organizations may be designated as a student club but must also show
affiliation with a chapter. For example, the MPI XYZ student club of XYZ University/College affiliated with
the MPI XYZ Chapter. In addition, the appropriate chapter shall designate a liaison representative fromthe chapter to work with the student organization.
ARTICLE V
COUNCIL OF CHAPTER PRESIDENTS
SECTION 1. COMPOSITION OF COUNCIL:
The Council of Chapter Presidents (COCP) may be composed of each chapter president or designee ofthe chapter. The Council shall meet and have such rights as prescribed by the MPI International Boardof Directors.
1.1

ELIGIBILITY: No member of the MPI International Board of Directors can occupy a position on
the Council of Chapter Presidents unless he or she is the current president of the chapter.

SECTION 2. DESIGNEES:
The primary representative of a chapter on the Council of Chapter Presidents will be the chapter
president. If the president or appointed representative is unable to represent the chapter at the Councilof Chapter Presidents' meeting, the Chapter's Board of Directors shall appoint a designee and inform
MPI Global by way of written documentation from the Chapter’s Board of Directors to be presented by
the designated representative at the beginning of the business meeting. This would allow the candidates'name to appear on the roll call and affords them the opportunity to have voting privileges.
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SECTION 3. MEETINGS: The Council of Chapter Presidents may meet at times and places designatedby International Board of Directors.
SECTION 4. OTHER ACTIVITIES: The Council of Chapter Presidents shall have such responsibilities,
duties and obligations as may be assigned by the MPI International Board of Directors.
ARTICLE VI
MEMBER DUESSECTION 1. MEMBER DUES: Annual dues for each member shall be published on MPI’s website orother means readily accessible to the membership.
SECTION 2. RETIRED MEMBER DUES: Annual dues for each approved retired member shall be
published on MPI’s website or other means readily accessible to the membership.
SECTION 3. STUDENT DUES: Annual dues for each student member shall be published on MPI’s
website or other means readily accessible to the membership. Upon graduation and at time of renewal,
only Student Members in undergraduate and graduate programs will transition to the Student-InTransition pricing as determined by MPI Global.
SECTION 4. FACULTY DUES: Annual dues for each faculty member shall be published on MPI’s
website or other means readily accessible to the membership.
SECTION 5. PAST PRESIDENT/CHAIRS, LIFE, AND HONORARY MEMBER: Dues are waived for
MPI International Board of Directors, past presidents, and chairs, Global Board of Trustees past chairs,
life members, and honorary members. Chapter rebates are not applicable for these memberships.
SECTION 6. CHAPTERS: MPI shall remit membership rebates of eighteen percent (18%) of eachmember and, and European chapters will receive twenty-eight percent (28%) of each member’s dues as
their chapter rebate, to the member's chapter within thirty (30) days following the end of each calendar
month. Payment to each chapter shall be based on the number of renewals received and the newmembers accepted during the preceding month.
The International Board of Directors authorizes MPI staff to establish market competitive membershiprates and chapter rebate structures as necessary to address the objectives of MPI in emerging (tertiary)and economically challenged markets. Any changes shall be presented to the MPI Audit & FinanceCommittee for review and approval.
SECTION 7. CLUB: Upon joining or renewing membership, MPI shall remit fifty- five percent (55%) ofeach member's dues to the member's Club within thirty (30) days following the end of the month in which
they renew or join MPI. Club rebates are only available for a maximum of two years. Payment to eachClub shall be based on the number of renewals received and new members accepted during thepreceding month.
SECTION 8. HARDSHIP MEMBER RENEWALS: Members facing personal hardship circumstances –including maternity, paternity, and medical leave; deployment; natural disaster impacts, andunemployment could be eligible for renewal support. Members will be required to apply for “hardshiprenewal assistance” by contacting a member of the membership team. Once completed, the form will
be submitted to MPI for review and approval. Upon approval, the requesting member will receive a sixmonth renewal extension.
SECTION 9. COST OF LIVING ADJUSTMENTS: The Board of Directors hereby approves for theallowance on an annual basis, as determined by staff, based on market conditions of an adjustment tomember dues in-line with the Cost-of-Living Adjustment (“COLA” – determined by the U.S. Department
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of Labor’s Bureau of Labor Standards through the Consumers Price Index for Urban Wage Earners andthe Social Security Administration).
In the event the COLA decreases to a negative, the dues will remain at the level then in effect.
ARTICLE VII
MPI BOARD OF DIRECTORS/OFFICERSSECTION 1. MPI INTERNATIONAL BOARD OF DIRECTORS:
1.1

AUTHORITY & RESPONSIBILITY: The authority and responsibilities of the MPI International
Board of Directors are as stated in the bylaws.

1.2

COMPOSITION:
The MPI International Board of Directors shall consist of the chair of the board, the elected officers
and from seven (7) to eleven (11) directors elected for staggered three (3) year terms; and up totwo (2) appointed directors as set forth in these policies. Ex-officio directors without a vote shallnot be used to determine a quorum for meetings of the Board of Directors.
1.2.1

Appointed Directors - The chair of the International Board of Directors may appoint up totwo (2) individuals to serve as voting members of the International Board of Directors
subject to confirmation and approval by the voting membership. Such individuals shallserve a term of not more than one (1) year and may be reappointed in the same manner.

1.2.2

The chair of the MPI Foundation shall be an ex-officio member, with vote, of the MPIInternational Board of Directors.

1.2.3

The immediate past chair of the board shall be an ex-officio member, with vote, of the MPIInternational Board of Directors, who shall serve until a successor assumes such office.

1.2.4

The President/CEO shall be an ex-officio member, without vote, of the MPI International
Board of Directors, who shall serve for a term consistent with holding the office ofPresident/CEO.

1.3

ELIGIBILITY: Any member of MPI in good standing.

1.4

VACANCIES: A vacancy on the MPI International Board of Directors shall be filled in accordancewith the bylaws. The election of a director as an international officer of MPI shall create a vacancy
on the MPI International Board of Directors.

1.5

CONFLICT OF INTEREST: Each member of the MPI International Board of Directors shallannually review and comply with the MPI Conflict of Interest Policy and complete a disclosureform. In addition, any member assuming a volunteer leadership role for MPI or an MPI Chapter
must review and comply with the MPI Conflict of Interest Policy and complete a disclosure form.
1.5.1

Members of the current International Board of Directors, Audit & Finance Committee, andBoard Development Committee who apply for C-level MPI employment should contact
MPI Volunteer Engagement or People & Performance for rules governing their candidacy.
In addition, the leader shall declare his or her candidacy to the Chair of the MPIInternational Board of Directors upon application.

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SECTION 2. OFFICERS:
2.1

QUALIFICATIONS FOR OFFICE: Any member in good standing, who has completed one (1)full year on the MPI International Board of Directors prior to nomination or is on the MPIInternational Board of Directors at the time of nomination, is eligible for nomination and election
to an officer position on the MPI International Board of Directors, except for the chair elect. The
nominee for chair-elect shall be a member of the current MPI International Board of Directors.

2.2.

NOMINATION: In July, a communication shall be sent to all members inviting them to complete
a board application. Such application is to be returned to MPI Global for review by the Board
Development Committee on or before August 1 of each year. To be eligible for nomination, eachcandidate must secure employer approval to serve as a director or officer.

2.3.

NOMINEE SELECTION AND SLATE SUBMISSION: Prior to October 15 of each year, the Board
Development Committee shall submit a slate of one (1) candidate for each vacancy on the MPIInternational Board of Directors and each officer of MPI. In selecting nominees, the Board
Development Committee shall evaluate candidates to assure a balance of skills and experienceon the MPI International Board of Directors. Notice of the names of each candidate shall be
distributed to each voting MPI member on or before November 1.

2.4

MEMBERSHIP NOMINATIONS AND PETITIONS: Additional nominations from the membershipshall be permitted if a minimum of two (2) percent of the membership as of July 1 have signed apetition to submit each additional nomination to the membership, provided such petitions arereceived on or before November 15, provided, however, not more than forty (40) signatures arefrom any one chapter. Petitions for additional nominations must be for a specific seat or officeand must reflect the individual being challenged. A member must have applied for the position forwhich they are petitioning. The original application for the position must have included thesubmission of the board application form. Petition forms must be developed by and received from
MPI’s official auditing firm and will be the only official form accepted. Any deviation from theofficial form will be disqualified and the petition will be deemed invalid. Signatures on valid petition
forms may be original or facsimile and will be validated by the official auditing firm as toauthenticity, duplicity and membership standing. The petition form must include a printed name,signature, and membership number. Each petition must be supported by written notice from theadditional nominees of their availability and willingness to serve, as well as a biography.

2.5

ELECTION: Election of officers and directors shall be by the membership by mail ballot, or
electronic means in accordance with such procedures as may be prescribed by the MPIInternational Board of Directors, provided there are additional nominations. All unopposed
nominees shall be elected by the Chair of the Board Development Committee casting one (1)ballot in favor of the election of such unopposed candidates to the position for which they were
nominated. In the event of a contested position or positions, the Board Development Committee
shall submit to each voting member on or before November 15, a picture and biography of thecandidates for each contested vacancy, along with a ballot for election. The ballot will indicate thecandidate offered by the Board Development Committee as well as the candidate offered bypetition. To be counted, such ballots must be received at MPI Global by the close of business on
November 30, or the next business day following November 30 should it be a Saturday, Sunday,
or national holiday. The votes shall be received and tabulated by an official auditing firm.
Candidates shall be notified of the results of the election twenty-four (24) hours after tabulation of
ballots. Members shall be notified of the results of the election in MPI’s official publication andnewly elected officers, and directors shall assume office on January 1.

2.6

DUTIES OF OFFICERS:
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2.6.1IMMEDIATE PAST CHAIR: The immediate past chair shall serve as a voting member ofthe MPI International Board of Directors and shall without limitation:a. Advise, along with the chair and chair-elect, the CEO on material decisions relating to
the long-term strategy and public reputation and brand of MPI.
b. Chair the MPI Board Development Committee.
c. Serve on the President/CEO Performance Committee

2.6.2

CHAIR OF THE BOARD: The chair of the board shall serve as chair of the MPIInternational Board of Directors and shall preside at all meetings including the annual
meeting of the association; and shall, without limitation:a. Serve as chair of and preside over the meetings of the Board of Directors.
b. Serve as the official spokesperson for MPI, along with the CEO.
c. Advise, along with the chair-elect and immediate past chair, the CEO on material
decisions relating to the long-term strategy and public reputation and brand of MPI.
d. Develop with the CEO the agenda for the Board of Directors meetings, including thedetermination of items placed on the consent agenda.
e. Serve on the President/CEO Performance Committee

2.6.3

CHAIR-ELECT: The chair-elect shall have such other duties and responsibilities as thechair of the board or the MPI International Board of Directors may assign; including,
without limitation:a. In the absence of the chair of the board or the chair of the board’s inability or refusal
to act, the chair-elect shall perform the duties of the chair of the board.
b. Advise, along with the chair and immediate past chair, the CEO on material decisions
relating to the long-term strategy and public reputation and brand of MPI.
c. Serve on the MPI Board Development Committee.
d. Convene a meeting with the President/CEO of MPI and any other advisors of hischoosing to select the incoming new members and chairs of each committee.
e. Serve on the President/CEO Performance Committee

2.6.4

VICE CHAIR OF FINANCE: The vice chair of finance shall chair the Audit and FinanceCommittee and have other duties and responsibilities as may be assigned by the chair of
the board or the MPI International Board of Directors, including, without limitation:
a.
b.
c.
d.
e.

Serve as chair of the meetings of the Audit and Finance Committee.
Advise management in the development of the annual budget.
Oversee the financial audit.
Ensure compliance and sound risk management practices.
Serve on the President/CEO Performance Committee

2.6.5 CEO: The CEO shall serve as a non-voting officer and shall perform such duties as may
be prescribed by the chair of the board and/or Board of Directors, including, without limitation:a. Oversee and manage all staff, support, and administrative aspects of the organization,
including hiring and terminating employees, contractors, and advisors.

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b. Consult with the chair, chair-elect, and immediate past chair of the Board of Directors
on strategic and material decisions relating to the operation of MPI and the public
reputation and brand of MPI.
c. Develop strategic plans for MPI and implement acts necessary to execute such plans.
d. Protect and promote the MPI brand.
e. Enter contracts on behalf of MPI that are consistent with the budget approved by the
Board of Directors.
f. Develop, implement, and assess sound and compliant financial management
practices.
g. Serve as the official spokesperson for MPI, along with the Chair of the Board.
2.7

ATTENDANCE. In-person attendance is required at all in-person IBOD meetings and virtual
attendance is required at all virtual IBOD meetings. If a Board member who is not on approved
leave of absence fails to attend at least seventy-five percent (75%) of IBOD meetings, the IBOD
may, in consideration of the totality of the circumstances and any executed absences, remove themember in accordance with the MPI Bylaws by 2/3 of the voting directors.
2.7.1 For purposes of this policy, an “excused absence” is on where the absent director promptly
notifies the Chair that he or she is unable to attend a regularly scheduled IBOD meeting becauseof (i) a previous commitment that was identified to the Chair when the IBOD meeting was firstscheduled, (ii) a health-related emergency to the director or his or her immediate family, including
death, (iii) observance of a generally-recognized religious holiday, or (iv) an unforeseen business
conflict outside of the director’s control that, if missed, would cause substantial financial harm to
the director.
2.7.2 For purposes of this policy, “approved leave” is the absence from an IBOD meeting for areasonable duration approved by the IBOD on the basis of a medical limitation, military
deployment, childbirth or adoption, or other grounds as the IBOD may determine; provided,
however, that the director on approved leave must use his or her best efforts to virtually attend, if
available, IBOD meetings to ensure he or she is adequately informed of and responsible for theorganization’s affairs.
ARTICLE VIIICOMMITTEES, TASK FORCES, AND ADVISORY COUNCILSSECTION 1. STANDING COMMITTEES: Standing committees of MPI shall be Board Development,
Audit and Finance and President/CEO Performance. Annually, the chair of the MPI International Boardof Directors and President/CEO shall select members to serve during the chair's term.
1.1 BOARD DEVELOPMENT COMMITTEE: The Board Development Committee shall assist the MPIInternational Board of Directors in ensuring the composition of the MPI International Board of
Directors is aligned to MPI’s strategic needs, by overseeing and managing the nomination process
for open director and officer positions, including the recruitment, development, and evaluation ofcandidates.
1.1.1 The chair of the board each year shall select members of a Board Development Committee
which will be ratified by the MPI International Board of Directors. The committee will consist ofeight (8) members, having a quorum of five (5) to be required for action, and having theimmediate past chair to serve as the chair of the committee and the chair-elect to serve as amember of the committee. Additional Members shall include at least one (1) at-large Board
member and up to five (5) at-large members (at least one (1) who is a Chapter officer). A Board
development committee member who may consider serving as an officer or board member
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shall recuse themselves from the board development process related to the nomination anddevelopment of a board slate.
1.1.2 The President/CEO and Chair of the IBOD shall be ex-officio members of the committee
without a vote. In the case of a resignation, the chair will be authorized to fill a vacancy createdby the inability of a member to attend the Board Development Committee meeting (s). No
proxies will be allowed for voting.
1.2 AUDIT AND FINANCE COMMITTEE: The Audit and Finance Committee shall assist the MPIInternational Board of Directors in fulfilling its oversight responsibilities relating to the quality andintegrity of MPI’s financial reporting processes and accounting practices and the performance,
qualifications, and independence of MPI’s independent auditors.
1.3 PRESIDENT/CEO PERFORMANCE COMMITTEE: The four elected officers of the MPI International
Board of Directors shall complete a performance evaluation of the President/CEO at least annuallyand review and approve any necessary changes to the President’s employment contract andcompensation. The annual review should take place by the end of the first quarter. The committee
will report their findings and actions to the MPI International Board of Directors.
SECTION 2. COMMITTEES, TASK FORCES, and ADVISORY COUNCILS: The Council of Chapter
Presidents and the Past Presidents/Chairs Council shall be automatically constituted unless otherwise
determined by the MPI International Board of Directors. All other committees, task forces and advisory
councils shall be appointed by the chair elect.
At least one advisory council will include a chapter advisory function and charge.
2.2 ROLES AND RESPONSIBILITIES:
2.2.1 Statement of Accountability:
a. Overall accountability for MPI business/operations --- (e.g., projects, events, and deliverables)
lies with MPI Global management. International Volunteer Groups provide a much-neededindustry perspective on key issues.
b. MPI may appoint four distinct categories of volunteer groups 1) standing committees; 2) selectcommittees; 3) task forces and 4) advisory councils.
a. Standing Committees: Committees performing fundamental governance functions for MPI
Global, (e.g., Board Development Committee, Audit and Finance Committee, andPresident/CEO Performance) and/or other committees specified/established in MPI
Bylaws and policy manual.
b. Select Committees: Committees that are formed to accomplish a specific task on an
ongoing basis.
c. Task Forces: Created for a defined and time-limited purpose, to solve a specific problem.
d. Advisory Councils: An advisory council is a collection of individuals who bring uniqueknowledge and skills which augment the knowledge and skills of the board of directors to
guide the organization more effectively and/or represent a specific vertical/segment of ourcommunity. The advisory council does not have formal authority to govern theorganization, which means the advisory council cannot issue directives which must be
followed. Rather, the advisory council serves to make recommendations and /or provide
key information and materials to the board of directors.
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2.2.2 Individual Roles and Responsibilities:
Expectations of Board Liaisons:a. Provide a channel for committee communication with the board which could include reports,
recommendations from the committee or committee inactivity.
b. Ensure that the work of the committee stays aligned with the strategic plan, and the committee’s
objective statement.
c. Foster collaborative working relationships between staff, chair, the board, and committee
members.
d. Work with chair and staff liaison to ensure long-term productivity of the committee, including
facilitation of a smooth transition from the out-going chair to the in-coming chair each year.
e. May present an update on the committee’s direction/accomplishments at one board meeting per
year.
f. Works with the chair and staff liaison to ensure a written mid-year and end of year update for theboard.
g. Attends committee meetings.
Expectations of Staff Liaisons:a. Clearly communicate purpose/charge for the group. If changes in direction occur, communicate
with the group in a timely manner.
b. In partnership with the volunteer chair, develop work plan to achieve purpose/charge and clearlycommunicate responsibilities/assignments for each member.
c. Works with the chair to provide a mid-year and year-end report to the International Board of
Directors.
d. Create a positive volunteer experience for all.
e. Complete any assignments by deadlines.
Expectations of Volunteer Members:a. Focus on assigned purpose/charge for the group.
b. Attending meetings and conference calls.
c. Complete any assignments by deadlines.
d. Communicate any challenges/concerns early to both the Volunteer chair and staff liaison.
e. Submit volunteer reimbursement requests immediately following a funded meeting but no later
than 30 days.
f. Maintain confidentiality of discussions and background materials.
g. Comply with Conflict-of-Interest Policy by completing Annual Disclosure Form.
Expectations of Volunteer Chairs and vice chairs:
a. All expectations of volunteer members with these additional conditions:b. Partner with staff liaison to lead the group to achieve assigned purpose/charge creating a positive
volunteer experience for all.
c. Provide a written mid-year and year-end report to the International Board of Directors.
d. Communicate any challenges/concerns early to the staff liaison and board liaison.
e. Ensure minutes are taken and submitted to the committee not later than 3 weeks following themeeting.
SECTION 3. VOLUNTEER LEADERSHIP STRUCTURE:
3.1

COMPOSITION: Committees, Task Forces, and Advisory Councils shall consist of as manymembers (in addition to the chair) as the chair of the MPI International Board of Directors deems
necessary to efficiently accomplish the charge of the volunteer group.

3.2

TERM OF SERVICE: Each volunteer group shall have a chair who shall serve for one (1) year.
No chair shall serve more than two (2) consecutive terms, except in the case of an unusual
Page 14 of 23

circumstance, such as a critical project in progress. A vice chair can serve one year as a transition
year.
3.3

SELECTION: The MPI International Board of Directors’ chair-elect shall convene a meeting with
the President/CEO of MPI and any other advisors of his or her choosing to select the incoming
new members of each committee. The chair shall be selected from the existing committee
whenever possible.

3.4

CONFLICT OF INTEREST: Each member of a committee, task force, or advisory council shallannually review the MPI Volunteer Agreement that includes Conflict of Interest Policy andcomplete the agreement.

SECTION 4. REPORTS: Each committee, task force, or advisory council shall submit a written progress
report to the MPI International Board of Directors semi-annually prior to June and December MPI Boardof Directors meeting.
SECTION 5. EIC DELEGATE: MPI, as a member of the Events Industry Council (EIC), is entitled tohave two representatives serve as delegates to the Council. One of those delegates shall be thePresident/CEO of MPI.
SECTION 6. PAST PRESIDENTS, CHAIRS:
6.1

6.2

COUNCIL:
6.1.1

Past Presidents/Chairs of
Presidents/Chairs Council.

MPI

shall

succeedtomembership

on

the

Past

6.1.2

The Past Presidents/Chairs Council shall meet at the request of the Chair of the MPIInternational Board of Directors or President/CEO.

6.1.3

The Past Presidents/Chairs Council, upon request, may serve as a special advisory groupto the President/CEO of MPI and may undertake special projects determined worthwhile
and appropriate by, and function as a special advisory group to, the current chair of the
MPI International Board of Directors and/or President/CEO.

RECOGNITION: In recognition of service in MPI and the MPI Foundation, after one (1) year aschair of either MPI or the MPI Foundation, the following is extended:
6.2.1

Gratis annual member dues.

6.2.2

Complimentary registration at the MPI World Education Congress and one additional MPI
conference per year.

SECTION 7. AWARDS: MPI will have an awards program to recognize outstanding achievement fromits membership, chapters, and the business community. All awards given by MPI will be submitted to the
MPI International Board of Directors for approval.
ARTICLE IX
FINANCESECTION 1. FISCAL YEAR: The fiscal year of MPI International for financial and business purposes is
January 1 through December 31.
Page 15 of 23

SECTION 2. ANNUAL BUDGET: The annual operating and capital budgets are prepared bymanagement for presentation to the Audit and Finance Committee, who then recommend the operating
and capital budgets to the MPI International Board of Directors. The MPI International Board of Directors
approves the annual operating and capital budgets.
2.1

CAPITAL EXPENDITURES: A capital expenditure budget will accompany the proposed budget
for the upcoming fiscal year for MPI International Board approval. Requests for capital
expenditures more than $25,000 which have not been included in the approved budget must haveprior approval of the Audit and Finance Committee.

SECTION 3. RESERVE FUND:
3.1

Terms: The term “Reserves” for financial purposes will be defined as funds segregated as part ofa defined reserve fund which can be accessed for the purposes and through the process identified
below as part of the reserve fund policy.

3.2

Purpose of Reserves: MPI will maintain adequate reserves for the following purposes:a. National or international event which could cause a substantial downturn in MPI’s member’s
industries. In such cases reserves can provide the necessary resources to replace budgetedrevenues that fail to arrive, allowing for an orderly reduction of expenditure over whatever
period is necessary.
b. Identification of a valuable investment opportunity for long term growth. While most suchopportunities are managed through budgeted expenditures, the right opportunity with asignificant and dependable return on investment can warrant a decision on the part of theboard to access the organization’s reserves. These investments would require an acceptable
ROI back to the organization.
c. Unpredictable events which could substantially impact MPI’s operations or revenue streams.
While such occurrences are rare, reserves can provide the resources necessary to keep theorganization functioning should one occur.

3.3

Reserve Target: MPI reserve target shall be defined as 25% of annual expense.

3.4

Account Structure: Reserve funds shall be segregated from operating funds. Operating funds areto be used for the day to day operations of the business as conducted, and kept in a businessbanking account. Reserve funds shall be held in a separate account eligible for investing and used
for significant events. Deposits to the reserve fund account shall be made directly from theOperating funds account as excess funds are available and will be evaluated at least annually by
the Finance Committee.

3.5

Access to Reserves: Any access of reserve funds shall be reported to the Audit & FinanceCommittee and completed in consultation with the Chair of the Board and Finance Chair. If theReserve Fund falls below 25% of the established target, access to the reserve fund shall requirean action of the Board of Directors prior to accessing the funds.

SECTION 4. REQUEST FOR PROPOSALS: Request for proposals shall be required for any
expenditure more than $25,000. Request for proposals shall include letter of transmittal, qualificationsof the firm or company, the approach to be utilized and the maximum fees that will be charged. Request
for proposals should be secured from no less than two (2) qualified vendors.
SECTION 5. REIMBURSEMENT OF EXPENSES TO INTERNATIONAL VOLUNTEER LEADERS(SERVING ON BOARDS, COMMITTEES, ADVISORY COUNCILS & TASK FORCES):
Page 16 of 23

5.1.

POLICY STATEMENT: For meetings authorized by the Board of Directors or CEO, and/or whena board member is requested to travel on behalf of MPI, MPI will negotiate "best available" orcomplimentary room rates to defray expenses. Leadership groups will be held to allocatedbudgets as a limit of expense. Additionally, the MPI International Board of Directors recommends
to and requests of volunteer leaders that they share in the expenses of volunteer participation,
hotel sleeping room expenses.
5.1.1

Further, leadership chairs shall individually consult with their groups at the beginning of
the Volunteer term regarding their ability to share in these expenses, and groupexpenditures shall be planned accordingly.

5.1.2

Reimbursement for air travel for official business meetings will be limited to:• $400 USD for travel within the United States.
• $400 USD for travel within Canada, Mexico, or Europe.
• $500 USD for travel between the U.S. and Canada or Mexico; and• $1,000 USD for intercontinental travel.

5.1.3

If pre-approved by MPI Finance, additional expenses up to $500 USD may be reimbursed
for domestic or international economy air travel. The pre-approvals for additional expense
will be turned around within 24 hours during the business week by sending tovolunteerreimbursement@mpiweb.org
The cost of upgrades is not reimbursable. Charges for airline ticket changes for penaltyimposed tickets are not reimbursable unless authorized.

5.1.4

If pre-approved by MPI Finance, expenses for travel by rail will be reimbursed (if it is themost economical means of transportation).

5.1.5

MPI management will arrange for meeting space and group meals which will be paid via
the appropriate board, committee, advisory council, or task force budget. Every effort will
be made by MPI management to negotiate the best available (or complimentary) hotel
accommodations for its international volunteer leaders.

5.1.6

In the event a volunteer leader extends the hotel stay to provide cost savings on air travel,
MPI will reimburse this meeting attendee for the additional room night(s) and meal
expense(s). This provision will be managed through MPI management on a case-by-casebasis in advance of the meeting dates. Justification of cost savings must be presented inwriting by the attendee before travel arrangements or hotel reservations are booked.

5.1.7

If pre-approved by management, expenses for one additional night’s lodging will bereimbursed for international volunteer leaders who must travel excessive distances.

5.1.8

Expenses that are not reimbursable include:• Food and beverages, other than group meals, are part of the meeting.
• Car rental (unless it is the most economical means of transportation to the meetingsite).
• Extraneous limousine service.
• Parking.
• Conference registration fees.
• Personal telephone calls.
• Laundry/dry cleaning services.
• Fees for recreational or health facilities such as spa, fitness center, golf course, etc.

Page 17 of 23

• Fees for in-room movies, mini-bar, video games and high-speed internet use; and• Other incidental expenses (unless approved in advance by the management advisor).
SECTION 6. VOLUNTEER COMMITMENT: International volunteer leaders, upon acceptance of theirdesignated assignments, make a commitment to fully participate in meetings of their group; except for
special situations, they are expected to attend scheduled meetings in their entirety. Reimbursements formembers who arrive late or depart early will be subject to approval.
SECTION 7. MEETINGS DURING MPI CONFERENCES/CONGRESSES: Meetings held in conjunction
with MPI conferences and events are reimbursable.
ARTICLE XMISCELLANEOUS
SECTION 1. SANCTIONED EVENTS: Any function, event promotion or special activity held or
conducted in conjunction with a sanctioned MPI event must be cleared in advance through MPI Global
and the President/CEO or his/her designee.
SECTION 2. EDITORIAL POLICY: The editorial policy of Meeting Professionals International shall be
to inform the members and related audiences of all association activities of importance by judicious useof all possible media. Education will always be utmost in these efforts with additional objectives being
those of growth, professionalism, and the highest ethical practices in the field of meeting management.
2.1

MPI shall serve as the unbiased, non-commercial voice of the profession. MPI's publications shallreflect the highest standards of the association, whenever possible, by use of recognized experts
in the field, and from other important areas that directly have an impact on the meeting
management profession. Publications will report on all items of news worthiness with the added
responsibility of serving as the historical chronicle of MPI expansion and progress. All written andvisual material will be of a positive nature and in no way be detrimental to any portion of themembership, their representative companies or organization.

2.2

MPI's editorial policy shall be under the direction and control of the President/CEO.

SECTION 3. MPI SPOKESPERSON DESIGNATION: The chair of the IBOD as the highest elective
officer and president/chief executive officer shall be the official spokespersons for MPI. A member of the
MPI International Board of Directors may be designated as an MPI spokesperson by the chair of theboard to speak for MPI. In any case, all spokesperson's statements must conform to the adopted MPIInternational Board of Directors policy.
SECTION 4. CHAIR AWARD CRITERIA: The MPI Chair Award is a special recognition by the elected
Chair of MPI to an individual or organization who has made an outstanding contribution to MPI, themeeting planning profession, the meetings industry or other activities that have benefited the industry or
the association. This award is given at the discretion of the immediate past chair during their year as
immediate past chair.
SECTION 5. INDUSTRY LEADER AWARD CRITERIA: The MPI Industry Leader Award is a special
recognition presented annually at the discretion of the MPI President/CEO to an individual, ororganization who has demonstrated strong sustained engagement and support for Meeting Professionals
International at the chapter and/or international level, as well as having made exceptional contributions
to the advancement of the business events industry.
SECTION 6. ELECTRONIC VOTING: When a matter may be put to the membership, committees, orBoard of Directors electronically, the following procedures shall be followed:
Page 18 of 23

6.1

Consistent with the Bylaws, notice will be given of the proposed result to be considered by thoseentitled to vote. On matters requiring a voting membership vote, the Board of Directors shalldetermine how long that matter should remain open for ballots to be cast on the issue(s), but inno event less than 10 days after the notice and ballots are transmitted.

6.2

Unless otherwise provided in the Bylaw(s), a majority of the votes cast shall determine theoutcome of the resolution. Upon approval, the action taken shall become effective immediately
unless otherwise provided in the resolution itself.

6.3

For a quorum of votes requiring membership approval, the number of ballots that need to be castshall be lesser of 5% or 1,000 of those then entitled to vote. In the event the deadline forsubmission of ballots has passed and not enough eligible voters have participated for purposesof a quorum, the time shall remain open until a quorum is reached unless otherwise provided by
the Board of Directors. Such an extended period shall not exceed beyond the initial 30 days of
the initial date.

6.4

For matters submitted to the Board of Directors without a meeting and for information action,
100% approval of all their members of the Board of Directors must be received.

SECTION 7. CONFLICTS OF INTEREST: This conflict-of-interest policy is intended to protect MPI fromconflict-of-interest situations that can result in unethical or illegal practices, and to provide a process thatwill enable a transaction to be reviewed and treated as valid and binding even though there is or may be
a conflict of interest with respect to the transaction.
7.1.

A Conflict of Interest arises when a person’s duty of loyalty to the organization comes into conflictwith a competing financial, personal, or other material interest that he or she (or a relative) may
have in a proposed transaction. A Conflict of Interest can arise in a variety of circumstances where
an interest could reasonably be viewed by others as affecting the objectivity or independence ofa decision maker. As a Board member, you are to avoid Conflicts of Interests and, in the rare
instances where they are unavoidable, you should make full disclosure of the facts that give riseto the Conflict of Interest in accordance with the process set forth below and nonetheless have acontinuing obligation to ensure any action is fair to the organization. Moreover, you must put theinterests of MPI ahead of your own. If an opportunity related to the organization’s purposes comesto you either as a Board member or otherwise, you must make it available to the organization
before you take it for yourself or another entity.
7.1.1

For purposes of this policy, the following circumstances shall be deemed to create
Conflicts of Interest, though they are no way intended to be limitations on the types ofpotential Conflicts of Interests that may exist:
a. A Transaction between MPI and a Board member or Family Member.
b. A Transaction between MPI and an entity in which a Board member or Family Member
has a Material Financial Interest or of which such person is a director, officer, agent,
partner, associate, trustee, personal representative, receiver, guardian, custodian,conservator, or other legal representative.
c. A Board member competing with MPI or having a Material Financial Interest in, orserving as a director, officer, employee, agent, partner, associate, trustee, personal
representative, receiver, guardian, custodian, conservator, or other legal
representative of, or consultant to, an entity or individual that competes with MPI.
d. A Board member accepting gifts, entertainment, or other favors from any individual orentity that: (a) does or is seeking to do business with or is a competitor of MPI; or (b)has received, is receiving, or is seeking to receive a loan or grant, or to secure other
Page 19 of 23

financial commitments from MPI; under circumstances where it might be inferred thatsuch action was intended to materially influence or possibly would materially influence
the Board member in the performance of his or her duties.
e. Board members can only receive reimbursement for reasonable expenses and costs
incurred in fulfilling their Board responsibilities. Illinois law prohibits loans by theorganization to its directors and officers. If a Board member is also an employee,compensation can be paid but such person member should not participate in setting
his or her compensation.
7.1.2

Definitions:a. A Family Member is a spouse, domestic partner, parent, child, or spouse of a child,siblings, or spouse of a sibling, of a Board member.
b. A Material Financial Interest in an entity is a financial interest of any kind that, in viewof all the circumstances, is substantial enough that it would, or reasonably could, affecta Board member’s or Family Member’s judgment with respect to transactions to which
the entity is a party. This includes all forms of compensation or anything of financial
value.
c. A Transaction is any agreement or relationship involving the sale or purchase ofgoods, services, or rights of any kind, the providing or receipt of a loan or grant, theestablishment of any other type of pecuniary relationship. The making of a donation or
grant to MPI is not a Transaction.
d. For purposes of this policy, the term “Board” may be interchanged with “Committee,”“Task Force,” “Advisory Council,” or other governing body where the decision-making
ability regarding a proposed Transaction lies with such Committee, Task Force,
Advisory Council, or other governing body, respectively. For example, a non-Board
member on an Advisory Council must disclose his or her Conflict of Interest to theAdvisory Council for the Advisory Council to then reach an appropriate outcome. The
Chair of the International Board of Directors may resolve any issues related to Conflictsof Interest within a Committee, Task Force, Advisory Council, or other governing body.

7.2

Procedures to address a Conflict of Interest:
7.2.1

Duty to Disclose: Regarding any actual or potential Conflict of Interest, a Board member
must disclose the financial or personal interest and all material facts to the Board and theCEO. Such disclosure shall be made as soon as the Conflict of Interest is known to theBoard member.

7.2.2

Recusal: A Board member who has a Conflict of Interest shall not participate in, vote on,or be permitted to hear the Board’s discussion of the matter except to disclose material
facts on the matter before the Board and to respond to questions. Such a person shall not
attempt to exert his or her personal influence with respect to the matter, either at or outside
the meeting.

7.2.3

After disclosure of a material or personal interest and all material facts, and after any
discussion with the interested Board member, the remaining Board members will decideif a Conflict of Interest exists and how the situation should be addressed. For Conflicts ofInterest within a Committee, Task Force, Advisory Council, or other governing body, theChair of the International Board of Directors may resolve the issues that such governing
body was unable to resolve.
Page 20 of 23

7.2.4After exercising due diligence, the Board shall determine whether to enter into the
proposed Transaction. If appropriate, the Board can investigate and decide on alternatives
to the proposed Transaction. In rare instances, the Conflict of Interest may seriously
impede a Board member’s ability to fulfill his or her fiduciary responsibilities to MPI that
resignation or removal from the Board or MPI is appropriate.

7.3.

Failure to Disclose. If the Board has reason to believe that a Board member has failed to disclosea Material Financial Interest, it shall inform the Board member of the basis of such belief andprovide an opportunity to explain the alleged failure to disclose. If after hearing the response andconsidering any other relevant information the Board determines there was a failure to disclose,
the Board may implement remedial action against the Board member, including, but not limited
to, censure, suspension, or expulsion from the Board or MPI.

7.4

Annual Attestation and Disclosure for Board members.
7.4.1

Each new Board member shall be required to review a copy of this policy and toacknowledge in writing that he or she has done so.

7.4.2

Each Board member shall annually complete an annual disclosure form identifying any
relationships, positions, or circumstances in which the Board member is involved that heor she believes could contribute to a Conflict of Interest arising. Such relationships,
positions, or circumstances might include service as a director of or consultant to a notfor-profit organization, or ownership of a business that might provide goods or services to
MPI. Any such information regarding business interests of a Board member or a Family
Member shall be treated as confidential and shall generally be made available only to the
Chair, CEO/President and/or their designees and any Committee or governing body
appointed to address Conflicts of Interest, except to the extent additional disclosure isnecessary in connection with the implementation of this Policy.

7.4.3

Board members must disclose at each meeting any Conflict of Interest that may arise as
to specific agenda items to be addressed at the meeting.

SECTION 8. DIRECTORS AND OFFICERS LIABILITY COVERAGE: MPI will maintain Directors andOfficers liability insurance coverage for all members of the MPI International Board of Directors andGlobal Board of Trustees of the MPI Foundation.
SECTION 9. ANTITRUST POLICY AND GUIDELINES:
9.1

The antitrust laws are the rules under which our competitive economic system operates. Theirprimary purpose is to preserve and promote free competition. It is our policy strictly to comply inall respects with the antitrust laws.
MPI meetings or workshops by their very nature bring competitors together. Accordingly, it isnecessary to avoid discussions of sensitive topics and especially important to avoid
recommendations with respect to sensitive subjects. Agreements to fix prices, allocate markets,
engage in product boycotts, and to refuse to deal with third parties are automatically illegal under
the antitrust laws. It does not matter what the reason for the agreement might be.
Accordingly, at any MPI meeting discussions of prices, including elements of prices such asallowances and credit terms, quality ratings of suppliers, and discussions that may cause acompetitor to cease purchasing from a particular supplier, or selling to a particular customer, must
be avoided. Also, there should be no discussion that might be interpreted as a dividing up of
territories or customers.
Page 21 of 23

An antitrust violation does not require proof of a formal agreement. A discussion of a sensitive
topic, such as prices, followed by parallel action by those involved in or present at the discussion
is enough to show a price fixing conspiracy. As a result, those attending an association sponsoredmeeting must remember the importance of avoiding not only unlawful activities, but even theappearance of unlawful activity.
As a practical matter, violations of these rules can have serious consequences for a company
and its employees. The Sherman Antitrust Act is both a civil and criminal statute. Violations arefelonies punishable by penalties of up to the greater of $100 million or twice the profits gained, or
damages incurred up to 10 years imprisonment. The U.S. Justice Department, state attorneys
general, and any person or company injured by a violation of the antitrust laws may bring civil
actions for three times the amount of the damages, plus attorneys' fees and injunctive relief.
International antitrust regimes, particularly in the E.U., are similar to U.S. antitrust law in many
respects.
Antitrust investigations and litigation are lengthy, complex, disruptive, and expensive. Therefore,
all companies and their employees must not only comply with the antitrust laws in fact, but must
conduct themselves in a manner that avoids even the slightest suspicion that the law is being
violated. Associations, because they bring competitors together, are natural targets, along with
their members alleged to have participated with or through the association.
9.2

The following is a non-exhaustive list of topics that must not be the subject of any type ofagreement, whether expressed or implied, formal or informal, and therefore should not be
discussed at any event or gathering of MPI at any level of the organization.
•
•
•
•
•
•
•
•
•
•
•
•
•

9.3

Prices to be charged to clients, customers, or by suppliers, including elements of pricing or
timing of when pricing may change.
Division or allocation of markets or customers or market share of any competitor.
Specific distribution or sales methods or channels.
Business strategies or financial forecasts.
Potential mergers, combinations, or acquisitions or preliminary discussions related thereto.
Coordination of bids/proposals or requests for bids/proposals.
Terms and conditions of sales, including credit or discount terms.
Terms for distribution of products.
Targets for production levels or other measures of output.
Specific profit levels or methods to increase profits.
A boycott of or a refusal to deal with a customer or supplier.
Compilation of approved or target lists of customers or suppliers or target.
Standards or methods to eliminate or reduce competition.

If you are in doubt about discussing a particular topic, you may consult with legal counsel for MPI
to be sure the discussion is permitted. Generally speaking, if you have to ask, it’s probably best
to avoid the topic. The provisions in this antitrust policy do not constitute legal advice. MPI makes
no guarantees that its members or their employers will be immune from liability under applicable
antitrust and competition laws. You should seek legal counsel, as needed. Members who fail tocomply with this policy may be subject to penalty, including, but not limited to, termination ofmembership.

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ARTICLE XIEDUCATIONAL PROGRAMSSECTION 1. CONFERENCES/CONGRESSES: The MPI International Board of Directors shall have thefinal authority over the site selection of MPI World Education Congresses and MPI Regional Conferences.
The responsibility and authority for the planning and management of the MPI World Education
Congresses and MPI Regional conferences are delegated to the President/CEO, who shall keep the MPI
Board of Directors informed. The President/CEO or his/her designee shall serve as conference manager
and shall determine and direct the involvement of local members and/or organizations.
SECTION 2. SITE SELECTION CRITERIA: All MPI functions and activities shall be held at facilities orproperties having an MPI member on the staff, or if the property is a part of a chain, the chain must havedemonstrated active representation in MPI. Any exception to this policy, regarding individual functions
or activities, must be approved by the President/CEO. Each invitation must be supported by a local
convention and visitor’s bureau, the city government and any local MPI constituents.
SECTION 3. COMPLIMENTARY REGISTRATIONS: The President/CEO or his/her designee isauthorized with discretion to issue complimentary and/or reduced (one-half regular fee) registrations for
MPI conferences/congresses.
SECTION 4. SMOKING POLICY: All MPI programs within meeting rooms and seated functions will besmoke free.

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