MPI Oklahoma
MINIMUM CHAPTER BYLAWS
Adopted January 2022
ARTICLE I. NAME AND LOCATION
Section 1.

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

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

Section 1.

The objectives of the Chapter shall be the same as those of MPI and its
policies.

Section 2.

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

Section 1.

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

Section 2.

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

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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 policy manual.
ARTICLE IV. DUES

Section 1.

Dues and Fees, Delinquencies and Cancellations. Policies related tomembership fees, delinquencies and cancellations shall be as defined in thecurrent MPI bylaws and policy manual.
ARTICLE V. MEETINGS OF MEMBERS AND VOTING

Section 1.

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

Section 2.

Annual Members Meeting. The Annual Members Meeting shall be held atsuch place and date prior to June 30th of each calendar year as may be
determined by the Chapter Board of Directors. Officers and Directors shall be
installed at such meeting in the presence of the membership.

Section 3.

Special Meetings. Special meetings may be called by any officer of thechapter within thirty (30) days of receipt of written request signed by at least
twenty percent (20%) of the Chapter members. The business to betransacted 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 in Person. Each eligible member shall have one (1) vote and may takepart and vote in person or by proxy. Unless otherwise specifically provided inthese bylaws, a majority vote of those members, present and voting, inperson or by proxy, shall govern.

Section 6.

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

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Section 7.

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

Section 8.

Cancellation of Meetings. The Chapter Board of Directors, with or withoutcause, may cancel or postpone any regular meeting or Annual Members
Meeting. If the Annual Members Meeting is postponed, provision shall bemade to hold it within not less than thirty (30) days from postponement.

Section 9.

Rules of Order. The meetings and proceedings of the Chapter shall bemodeled after the most current Robert's Rules of Order for parliamentary
procedure, except as may be otherwise provided by law, the Articles ofIncorporation or these bylaws. If there is a dispute regarding meeting
proceedings that cannot be resolved by reference to applicable law, theArticles of Incorporation, these bylaws, or MPI governing documents, thenreference shall be made to Robert’s Rules of Order to resolve the matter.

Section 10.

Elections.
policies.

Chapter elections shall be conducted in accordance with MPI

ARTICLE VI. OFFICERS
Section 1.

Officers. The officers of the Chapter shall be Immediate Past President,
President, President-Elect, Vice President Finance, Vice President
Membership, Vice President Education, and Vice 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 policies and shall serve until
their successors have been duly elected and have assumed office.

Section 2.

Eligibility. Any member in good standing of MPI whose primary affiliation iswith this Chapter is eligible for nomination and election to any elective office.
It is preferable 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 Chapter Board of
Directors and as a member of the Executive Committee, if the Chapter has
chosen to establish an Executive Committee. The President Elect shall
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automatically become Chapter President on the first day of the next fiscal
year following election as President Elect.
Section 5.

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

Section 6.

Vacancies and Removal. Vacancies in offices may be filled for the balance ofthe term by a majority vote of the Chapter Board of Directors at any regularmeeting. In the event a vacancy occurs after the nominating process is
closed, but before the end of the current fiscal year, a person so selected tofill a vacancy shall serve until the end of the next fiscal year and until a
successor is duly nominated and elected in accordance with these bylaws.
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, a vacancy in theoffice of Immediate Past President shall be filled for the balance of the termby the last Immediate Past President willing to serve. A vacancy in the officeof President shall be filled for the balance of the term by the President-Elector Immediate Past President, whichever is determined by a 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 Chair of both the Chapter Board of
Directors and the Executive Committee, if the Chapter has chosen to
establish an Executive Committee. The President shall also serve as an
ex-officio member on all committees except the Governance and Nominating
Committee.
At the Annual Members Meeting and at such other times, the President shallcommunicate to the members such matters and make such suggestions 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 the
Chapter and shall perform such other duties that may be delegated by the
President and/or the Chapter Board of Directors. In the absence of the
President or the President’s inability or refusal to act, the President-elect shallperform the duties of the President.
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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 Vice President Finance shalloversee collection of all funds and/or assessments; shall establish properaccounting procedures for the handling of funds; and shall be responsible forkeeping the funds in such banks, trust companies, and/or investments as areapproved by the Chapter Board of Directors or by the Executive Committee, if
the Chapter has chosen to establish an Executive Committee.
The Vice President Finance shall report on the financial condition of the
Chapter at all meetings of the Chapter Board of Directors and at other times
when called upon by the President.
The Vice President Finance is
responsible to ensure the submission and filing of 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 Chapter’s strategic business plan. The Vice
President Education shall also oversee registration, logistics, content andspeaker sourcing for all meetings. The Vice President Education will report at
all meetings of the Chapter Board of Directors and at other times when called
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 andwebsite, their content and accuracy, and all written communication that isprovided by the Chapter both internally and externally. The Vice President
Communications shall also ensure that all written communications follow the
Chapter’s strategic business plan and MPI policies, procedures, and brandguidelines. The Vice President Communications will report at all meetings of
the Chapter Board of Directors and at other times when called upon by the
President.

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Section 8.

Other Officer Positions. Officer positions other than those specified in thesebylaws 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 Chapter Board of Directors is responsible for reviewing andapproving the Chapter’s strategic business plan in accordance with MPI
strategic Mission and Vision. The Chapter Board of Directors oversees
financial integrity and monitors performance against achievement of strategy
and long-term vision. The Chapter Board of Directors shall be responsible forthe hiring and continual performance assessment of paid staff. The Chapter
Board of Directors shall have other powers and authority as granted to it bythese bylaws.

Section 2.

Composition. Including the officers, the Chapter Board of Directors shallconsist of 11 as permitted by applicable law, but no fewer than 7 members
and no more than 25 members.

Section 3.

Eligibility. Any member in good standing of MPI whose primary affiliation iswith this 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
re-elected for up to two (2) additional one-year terms, and after three (3)consecutive one-year terms they will not be eligible to serve in the sameoffice until at least one (1) year has elapsed from the expiration of the priorterm. 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 a maximum of six (6) consecutive years on the Board
unless they have been elected to an officer position.

Section 6.

Vacancies and Removals. The Board of Directors, in its discretion, may fill
any vacancy occurring on the Chapter Board of Directors. A Director so
selected by the Chapter Board of Directors to fill a vacancy shall serve until
the end of the fiscal year and until a successor is duly nominated and electedin accordance with these bylaws. In the event a vacancy occurs after thenominating process is closed but before the end of the fiscal year, a person
so selected to fill a vacancy shall serve until the end of the next fiscal year
and until a successor is duly nominated and elected by the membership in
accordance with these bylaws. The voting membership, at their discretion, by
the affirmative vote of two thirds (2/3) of its members voting, may remove any
director for cause.
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Section 7.

Meetings. Meetings of the Chapter Board of Directors are to be held at least 6
times per year at times and places as determined by the Chapter Board of
Directors and except for executive sessions will be open for attendance by
any MPI Member in good standing whose primary affiliation is with this
Chapter. Notice of each meeting shall be given to all directors and members
not less than five (5) days nor more than sixty (60) days before the meeting is
to be held. Special meetings of the Chapter Board of Directors may be calledby the President at the request of any six (6) members of the Chapter Boardof Directors, by notice sent to each member of the Board of Directors, notless than five (5) days nor more than sixty (60) days before the meeting is tobe held.

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 Chapter Board of Directors constitutes a quorum
for the transaction of the business of the Chapter Board of Directors.

Section 10.

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

Section 11.

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

Section 1.

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

Section 2.

Composition. The Executive Committee of the Chapter shall be the President,
President-elect, Immediate Past President, Vice President Finance, Vice
President Membership, Vice President Education, and Vice President
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Communications, and may include any such additional members as the
Chapter Board of 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.

Section 4.

Meetings. The Executive Committee meets at the call of the President or at
the request 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 Chapter Board of Directors shallestablish an Audit and Finance Committee, which shall be chaired by theVice President Finance or such other person as shall be designated by
Chapter Board of Directors, which shall have such other members as may be
appointed by the President, and which shall assist the Chapter Board of
Directors in fulfilling its oversight responsibilities relating to the quality andintegrity 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 Chapter 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. The President-Elect shall serve asa non-voting member of the committee. The remaining members of theGovernance and Nominating Committee shall be appointed by the President,
who may not serve as a member of the committee, with the approval of the
Chapter Board of Directors. There shall be no fewer than five (5) members,
including the Immediate Past President as chairman. No current candidates
for officer or director positions may serve on the Governance and Nominating
Committee. The Nominating Committee shall be in place no later thanOctober 31 with final slate submission to MPI by March 1.

Section 3.

Special Committees. The President, in accordance with the policies approvedby the Chapter 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 shallbe prescribed by the Chapter Board of Directors.
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ARTICLE XI. PAID STAFF ADMINISTRATORS
Section 1.

Paid staff administrators may be hired by the Chapter Board of Directors toserve assist in Chapter activities. The terms and conditions of suchengagement shall be as specified by the Chapter Board of Directors and shallbe set forth by contract.
Engaging and terminating the paid staff
administrator shall require a two-thirds (2/3) vote of the Chapter Board of
Directors and shall be in accordance with the applicable services contract.
Paid staff administrators must adhere to the standards established by MPI.
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 strive to maintain General Liability, Directors &Officers Liability, Employment Practice Liability insurance.

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 Chapter 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 Chapter Board of
Directors within thirty (30) days following the completion of each fiscal year.

Section 5.

Loans. The Chapter shall not make any loans to any of its Directors or
Officers.
Contracts. Approval of the Chapter Board of Directors is required to enter
into any financial obligation, or a series of related financial obligations, onbehalf of the Chapter in excess of the approved Annual Budget. All contracts
must be signed by both the Chapter President and VP of Finance.

Section 6.

ARTICLE XIII. MISCELLANEOUS
Section 1.

Operation and Use of Funds. The Chapter shall be organized and operated
within the meaning of Section 501 (c) (3) of the US Internal Revenue Code of1986 as amended (or the corresponding provision of the applicabletax-exempt law), and in accordance with the laws of any jurisdiction in which
the Chapter is organized. No part of the net earnings of the Chapter shallinure to the benefit of, or be distributable to, any director, officer, member orother private person, except that the Chapter shall be authorized andPage 9

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empowered to pay reasonable compensation for services rendered and to
make payments and distributions in furtherance of its tax-exempt purpose.
Section 2.

Dissolution. Funds shall 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 adetermination by MPI that the Chapter is no longer eligible to be an MPI
chapter, any funds (after paying or making provision for the payment of all theliabilities of the Chapter) 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. The Chapter shall not carry on propaganda
or otherwise attempt to influence legislation, and the Chapter shall notparticipate in, or intervene in (including the publishing or distribution ofstatements) any political campaign on behalf of or in opposition to any
candidate for public office.

Section 4.

MPI Bylaws. Where there is a conflicting provision in these bylaws with theprovisions of the MPI bylaws, or where there is a provision in the MPI bylaws
that applies to a situation where these bylaws are silent, then the MPI bylaws
shall control.

Section 5.

Indemnification. To the fullest extent allowed by the laws governing theChapter, the Chapter shall indemnify any person who was or is a party, or isthreatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Chapter) by reasonof the fact that he or she is or was a director, officer, employee or agent of the
Chapter, or who is or was serving at the request of the Chapter as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust of other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Chapter and,with respect to any criminal action or proceeding, had no reasonable cause tobelieve his or her conduct was unlawful. The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that theperson did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Chapter or, withrespect to any criminal action or proceeding, that the person had reasonablecause to believe that his or her conduct was unlawful.

Section 6.

Conflicts of Interest. Directors and Officers of the Chapter shall be subject to
the Conflicts of Interest policy set forth in the MPI policy manual, andPage 10

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references therein to MPI global officers and directors shall be construed tomean Chapter officers and directors.
Section 7.

Records. The Chapter shall keep records of the general contents ofdiscussions at meetings and actions taken by the Members, Chapter Board of
Directors, or any committees appointed by the Chapter Board of Directors.
The records shall not be destroyed without prior consultation with MPI and its
legal counsel.
ARTICLE XIV. AMENDMENTS

Section 1.

Subject to Section 3 of this Article, these bylaws may be amended by a
two-thirds (2/3) vote of returned mail, facsimile, or electronic media ballots
cast by members eligible to vote in mail ballot voting, provided no less thanten percent (10%) of all members eligible to vote shall cast a ballot and the
proposed change has been sent in writing to the members thirty (30) days
prior to the ballot deadline.

Section 2.

Amendments may be proposed by the Chapter Board of Directors upon its
own initiative or upon petition of at least ten percent (10%) of the Chapter
members addressed to the Chapter Board of Directors. All such proposed
amendments shall be presented to the membership by the Chapter 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
exception of name changes or territorial boundaries, which must be approvedby the Board of Directors of MPI prior to being submitted to the Chapter
membership for approval.

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