MPI Michigan
CHAPTER BYLAWSARTICLE I. NAME AND LOCATION
Section 1.

Name. The name of this organization is Meeting Professionals International(“MPI”) Michigan Chapter (“Chapter”), a not for profit corporation, incorporated in
the state of Michigan.

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 and the time such are adopted by MPI. In these Bylaws, all articles andsections pertain to the Chapter unless specifically designated "MPI”.

Section 3.

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

Section 4.

Offices. The offices will be located as 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 and its
policies.
ARTICLE III. MEMBERSHIP

Section 1.

Members. Individuals who are members 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 Board of Directors
may determine from time to time.

Section 4.

Removal, Reinstatement and Resignation. Removal and resignation ofmembers and reinstatement of former members shall be as defined in thecurrent MPI Bylaws and MPI Policies.

Chapter Minimum Bylaws
June 2017
ARTICLE IV. DUES
Dues and Fees, Delinquencies and Cancellations. Policies related tomembership fees, delinquencies and cancellations shall be as defined in thecurrent MPI Bylaws and MPI Policies.

ARTICLE V. MEETINGS OF MEMBERS AND VOTING
Section 1.

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

Section 2.

Annual Meeting. The Annual Meeting shall be held at such place and date as
may be determined by the Chapter Board of Directors. Officers and Directors
shall be installed at such meetings, and reports shall be submitted. The Annual
Meeting shall be held prior to June 30 of each calendar year.

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 orelectronic media to each member at least twenty (20) days preceding themeeting.

Section 5.

Voting. Each member shall have one (1) vote, and may take part and vote inperson or by proxy. Unless otherwise specifically provided in these Bylaws, amajority vote of those members present and voting, in person or by proxy, shallgovern.

Section 6.

Voting by Mail, Facsimile or Electronic Media. Proposals to be offered to themembership for mail, facsimile or electronic voting, 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, Board approvalshall not be necessary. At least ten percent (10%) of all members eligible tovote shall constitute a valid action and a majority of those voting shalldetermine the action. Additionally, Chapter Board approval is not necessary forelection ballots.

Section 7.

Cancellation of Meetings. The Board, with or without cause, may cancel orpostpone any regular meeting or Annual Meeting. If the Annual Meeting is
postponed, provision shall be made to hold it within not less than thirty (30)days from postponement.

Section 8.

Quorum of Members: At an annual or special meeting of members, a quorum
shall consist of ten percent (10%) of members then entitled to vote,represented in person or by proxy. In the event a quorum is not present, thosein attendance may adjourn the meeting until a quorum is present without further
notice. If a quorum is present, the affirmative vote of a majority of votes shall

Page 2

Chapter Minimum Bylaws
June 2017
be the act of the members unless the vote of a greater number is required bylaw, the Articles of Incorporation or these Bylaws.
Section 9.

Rules of Order. The meetings and proceedings of the Chapter shall be
regulated and controlled according to the most current Robert's Rules of Orderfor parliamentary procedure, except as may be otherwise provided by law, theArticles of Incorporation or these Bylaws.

Section 10.

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

Section 1.

Officers. The officers of the Chapter shall be a President, President-elect, Vice
President Finance, Vice President Membership, Vice President Education, andVice President Communications and any additional officers deemed necessary
by the Chapter Board of Directors as referenced in Section 8 of Article VII. With
the exception of the Immediate Past President, officers shall be elected by the
Chapter Board of Directors and as prescribed by MPI Bylaws and MPI Policies
and shall serve until their successors have been duly elected and haveassumed 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 have served on the Board of Directors for aminimum of 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 July 1 and shall serve fora term of one (1) year or until a successor is duly elected and installed. Eachelected officer shall serve concurrently as a member of the Board of Directors
and as a member of the Executive Committee, if the Chapter has chosen to
establish an Executive Committee.

Section 5.

Term of office and Re-election. Any Vice President having served one (1) fullterm shall be eligible for re-nomination and re-election to serve one additional
one (1) year term in the same office. After serving two consecutive one (1)year terms, they will not be eligible to serve in the same office until at least one(1) year has elapsed from the expiration of the prior term. If selected to fill an
unexpired one year term, such term shall not be considered for such purposesof determining eligibility for re-election.

Section 6.

Vacancies and Removal. Vacancies in offices may be filled for the balance ofthe term by a majority vote of the Chapter Board of Directors at any regular
Meeting. The Chapter Board of Directors, at its discretion, may remove any
officer by a two-thirds (2/3) vote of all members of the Board. 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
President-elect or Immediate Past President, whichever is determined by aPage 3

Chapter Minimum Bylaws
June 2017
majority vote of the Board of Directors. A vacancy in any Vice President
position shall be determined by a majority vote of the Board of Directors.
ARTICLE VII. DUTIES OF OFFICERS
Section 1.

President. The President shall serve as chairman 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. The President or designee will serve as a member of theInternational Council of Chapter Presidents. (quarterly chapter leader calls)
At the Annual Meeting and at such other times, the President shallcommunicate to the members such matters and make such suggestions thatwill 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 Board of Directors.

Section 2.

President-elect. The President-elect shall preside at all Chapter meetings in
the absence of the President, work with officers to ensure chapter minimum
standards are met, develop leadership succession planning strategies for thechapter and shall perform such other duties that may be delegated by the
President and/or the Chapter Board of Directors.

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 theChapter's funds and financial records. The VP 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 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 Board of Directors and at other times when called
upon by the President. The Vice President Finance shall file Chapter tax
reports to MPI and governmental agencies as required.

Section 5.

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

Section 6.

Vice President Education. The Vice President Education shall oversee theeducational offerings of the Chapter, to include program planning andeducational alignment with the MPI strategic plan. The Vice President
Page 4

Chapter Minimum Bylaws
June 2017
Education shall also oversee registration, logistics, content and speakersourcing for all meetings. The Vice President Education will report at all
meetings of the Board of Directors and at other times when called upon by the
President.
Section 7.

Vice President Communications. The Vice President Communications shalloversee the chapter communications. Vice President of Communications willoversee the timely communications as needed to provide effective newsworthy
information to the membership. In addition, the Vice President
Communications shall oversee the production of the chapter newsletter,directory and website, their content and accuracy, and all written
communication that is provided by the chapter both internally and externally.
The Vice President Communications shall also ensure that all written
communications follows the chapter Strategic Plan currently in place and MPI
designated Policies and Procedures. The Vice President Communications willreport at all meetings of the 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 these
Bylaws may be established, and their duties specified by, the Chapter Boardof Directors.

ARTICLE VIII. BOARD OF DIRECTORS
Section 1.

Authority and Responsibility. The governing body shall be the Chapter Boardof Directors. The Board is responsible for reviewing and approving theorganization’s strategic plans. The Board oversees financial integrity andmonitors performance against achievement of strategy and long-term vision.
The Board shall be responsible for the hiring and continual performanceassessment of paid staff. The Board shall have other powers and authority as
granted to it by these bylaws.

Section 2.

Composition. Including the officers, the Board of Directors shall consist of 14
members (as permitted by applicable law, no fewer than 7 members and no
more than 25 members).

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 July 1 and will be elected for a 1 (one) year term or until
their successors assume office. After serving one term, Directors may be reelected 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 same office
until at least one (1) year has elapsed from the expiration of the prior term. 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 serve

Page 5

Chapter Minimum Bylaws
June 2017a maximum of six (6) consecutive years on the Board unless they have been
elected to an officer position.
Section 6.

Vacancies and Removals. Vacancies in any director position may be filled forthe balance of the term by the Board of Directors. Any director may be removed
from office with or without cause by a two-thirds (2/3) vote of members voting
at a membership meeting, and any vacancy on the Board of Directors thereby
created may be filled by vote of the Board for the unexpired term.

Section 7.

Meetings. Meetings of the Board are to be held at least 6 times per year attimes and places as determined by the Board of Directors and except for
executive sessions will be open for attendance by any MPI Member in goodstanding whose primary affiliation is with this Chapter.

Section 8.

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

Section 9.

Quorum. A majority of the Board constitutes a quorum for the transaction of
the business of the Board.

Section 10.

Absences. Any director, including elected officers, who has been absent fromone (1) regular meeting of the Board of Directors shall request an excusedabsence from the president. If the director misses the next Board of Directors
meeting, the director shall be deemed to have resigned from the Board of
Directors and the vacancy shall be filled as provided by these bylaws, unlessa further excused absence for extraordinary reasons shall be granted by the
Board of Directors.

Section 11.

Compensation. Directors and elected Officers shall not receive anycompensation for their service as an MPI Chapter Officer/Director.
ARTICLE IX. EXECUTIVE COMMITTEE

Section 1.

Authority and Responsibility. At its option, the Chapter 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 Board by these Bylaws, pursuant todelegation of authority to such committee by the Board of Directors. Actions of
the Executive Committee shall be reported to the Board for ratification by mail,facsimile, electronic media or at the next Board 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, and Vice President
Communications, and may include any such additional members as the Boardof Directors may designate.

Section 3.

Vacancies. Any vacancy occurring on the Executive Committee shall be filledin the manner as prescribed in Article VI, Section 6 of these Bylaws. Any
Executive Committee member appointed to fill a vacancy shall serve theunexpired term.

Page 6

Chapter Minimum Bylaws
June 2017
Section 4.

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

Section 5.

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. Otherwise, the Board of Directors shall establish an
Audit and Finance Committee, which shall be chaired by the Vice President
Finance or such other person as shall be designated by Board of Directors,
which shall have such other members as may be appointed by the President,
and which shall assist the Board of Directors in fulfilling its oversight
responsibilities relating to the quality and integrity of the Chapter’s financial
reporting processes and accounting practices and the performance,
qualifications, and independence of the Chapter’s independent auditors.

Section 2.

Governance and Nominating Committee. The Governance and Nominating
Committee shall assist the Board of Directors in fulfilling its oversight
responsibilities relating to developing and implementing sound governancepolicies as well as a nomination process for directors and officers. It shall bechaired by the Immediate Past President with the President-Elect serving as amember of the committee. The remaining members of the Governance andNominating Committee shall be appointed by the President with the approvalof the Board of Directors. There shall be no fewer than four (4) members,
including the chairman. No current candidates for officer or director positions
may serve on the Governance and Nominating Committee. Elections shall be
conducted and submitted to MPI Global by March 1.

Section 3.

Special Committees. The President, in accordance with the policies approvedby the Board of Directors, shall appoint such other committees,
subcommittees, or task forces as are necessary and which are not in conflictwith other provisions of these Bylaws. The duties of such committees shall beprescribed by the Board of Directors.

ARTICLE XI. PAID STAFF ADMINISTRATORS
Section 1.

Paid staff administrators may be employed by the Chapter Board of Directors
to serve at its discretion. Duties and compensation shall be determined by the
Board. Paid staff administrators must adhere to the standards andqualifications established by MPI Global.

Page 7

Chapter Minimum Bylaws
June 2017
ARTICLE XII. FINANCE
Section 1.

Fiscal Year. The fiscal year of the Chapter shall be July 1 - June 30.

Section 2.

Insurance. The Chapter shall maintain General Liability, Directors & Officers
Liability, Employment Practice Liability insurance coverage through MPI
Global.

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 just completed to the Board of Directors, MPI and the Chapter
membership within ninety (90) days following the end of each fiscal year.

Section 4.

Audit. The accounts of this Chapter shall be reviewed not less than annually
by a Certified or Chartered Public Accountant or a committee of no fewer than
two qualified individuals who do not have any financial authority within the
Chapter and who shall be recommended by the Board within thirty (30) days
following the completion of each fiscal year.
ARTICLE XIII. MISCELLANEOUS

Section 1.

Operation and Use of Funds. The Chapter shall be organized and operated
exclusively within the meaning of Section 501 (c) (3) of the US Internal
Revenue Code of 1986 as amended (or the corresponding provision of any
future United States Internal Revenue Law, and in accordance with the laws of
any jurisdiction in which the Chapter is organized, and no part of the net
earnings of the Chapter shall inure to the benefit of any director, officer,
member or other private person, except that the Chapter shall be authorized
and empowered to pay reasonable compensation for services rendered.

Section 2.

Dissolution. Funds are to be used only to accomplish the objectives andpurposes specified by the Chapter and no part of such funds shall inure or be
distributed to Chapter members.
On dissolution of the Chapter or a determination by MPI that the Chapter is nolonger eligible to be an MPI chapter, any funds and all records/files are to be
returned to MPI and the Chapter shall no longer indicate or imply any affiliation
with MPI.

Section 3.

Political Activities. The Chapter shall not contribute any of its earnings orproperty or provide any endorsement or service for any political candidate,committee, party or organization.

Section 4.

Indemnification. To the fullest extent allowed by the laws governing theChapter, the Chapter shall indemnify and hold harmless each person who isnow, or shall hereafter serve as a director, officer, employee, or agent of the
Chapter from and against any and all claims and liabilities, whether the same
are settled or proceed to judgment, to which such person shall have become
subject by reason of his or her having heretofore or hereafter been a director,
officer, employee, or agent of the Chapter, or by any reason of any action
Page 8

Chapter Minimum Bylaws
June 2017
alleged to have been taken heretofore or hereafter by a director, officer,
employee, or agent of the Chapter in the capacity of being a director, officer,
employee or agent of the Chapter.

ARTICLE XIV. AMENDMENTS
Section 1.

Subject to Section 3 or the Article, these Bylaws may be amended by a twothirds (2/3) vote of returned mail, facsimile, or electronic media ballots cast bymembers eligible to vote in mail ballot voting, provided no less than ten percent(10%) of all members eligible to vote shall cast a ballot and the proposedchange has been sent in writing to the members thirty (30) days prior to theballot deadline.

Section 2.

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

Section 3.

These Bylaws shall automatically be deemed amended to include provisions
as may be stated, from time to time, in the most recent MPI Minimum Chapter
Bylaws. All other additions, deletions and changes must be approved inadvance by the President/CEO of MPI or his or her delegate with the exceptionof name changes or territorial boundaries, which must be approved by the
Board of Directors of MPI prior to being submitted to the Chapter membershipfor approval.

Substantial Changes to the Chapter Minimum Bylaws Revised and approved by the MPI Boardof Directors 2015.

Page 9