MEETING PROFESSIONALS INTERNATIONAL
BYLAWSRESTATED AND APPROVED BY THE MPI MEMBERSHIPNOVEMBER 19, 2008

ARTICLE I
NAME AND LOCATIONSECTION 1. NAME AND LOCATION: The name of this organization shall be
Meeting Professionals International (MPI), a nonprofit corporation incorporated in
the State of Illinois.
SECTION 2. OFFICES: The registered office of MPI shall be located in the Stateof Illinois and MPI shall maintain an office or offices in such other localities as
may be determined by the Board of Directors.

ARTICLE IIOBJECTIVES AND MISSIONSECTION 1. OBJECTIVES: The objectives of MPI shall be as set forth in its
Articles of Incorporation.
SECTION 2. MISSION:
Board of Directors.

The mission of MPI shall be as adopted by the

ARTICLE III.
MEMBERSHIPSECTION 1. REGULAR MEMBERSHIP: Persons engaged in the meeting
industry or who provide materials and services to it, for business and industry,
trade associations and professional societies, church and religious organizations,educational institutions, fraternal groups, labor unions, and others shall be
eligible for regular membership. Policies governing eligibility and participation ofregular members shall be determined by the Board of Directors. The Board of
Directors may also classify regular members based upon such reasonable anduniform criteria as it may decide from time to time.
SECTION 2. STUDENT MEMBERSHIP: Individuals actively enrolled in a postsecondary academic program shall be eligible for student membership. Policies
governing eligibility and participation of student members shall be determined by

the Board of Directors. The Board of Directors may also classify student
members based upon such reasonable and uniform criteria as it may decide fromtime to time.
SECTION 3. LIFE AND HONORARY MEMBERSHIP: Life and honorary
membership may be conferred upon regular members of MPI at such time andunder such terms, as the Board of Directors shall determine.
SECTION 4. APPLICATIONS FOR MEMBERSHIP: All applicants formembership shall complete and sign the appropriate form of application provided
by MPI and submit the application to MPI.
SECTION 5. ADMISSION OF MEMBERS: Admission of all applicants formembership shall be in such a manner as the Board of Directors may determine.
SECTION 6. CENSURE, SUSPENSION OR TERMINATION OF MEMBERSHIP:
Members may be censured, suspended or removed from membership by the
Board of Directors for cause by a two-thirds (2/3) vote or as otherwise provided
by the Board of Directors.
SECTION 7. REINSTATEMENT: A former member desiring reinstatement ofmembership shall do so in accordance with procedures and such terms andconditions as set forth by the Board of Directors.
SECTION 8. RESIGNATION: Any member may resign by submitting a written
resignation in accordance with policies and procedures as may be established by
the Board of Directors. Under no circumstances shall such resignation relieve
the member so resigning of the obligations to pay any dues, fees or othercharges accrued but unpaid.
SECTION 9. RIGHTS AND RESPONSIBILITIES: All members and classes ofmembers shall have such rights and responsibilities as these bylaws and theBoard of Directors may determine from time to time.

ARTICLE IV
CHAPTERS, COUNCIL OF CHAPTER PRESIDENTS, SPECIAL INTERESTGROUPS AND REGIONAL COUNCILSSECTION 1. CHAPTERS: For the mutual benefit of all, for the advancement of
the meetings profession and to further the objectives and services of MPI, theBoard of Directors may charter, modify or revoke charters for chapters of MPI;
and the Board of Directors shall establish the appropriate terms, conditions andpolicies. Chapters shall have such rights and responsibilities as the Board of
Directors may prescribe from time to time. The Board of Directors may alsoestablish other affiliated organizations such as clubs, student groups and similar
entities consistent with appropriate terms, conditions, and policies as adopted by
the Board of Directors.
SECTION 2. COUNCIL OF CHAPTER PRESIDENTS: The president or designeeof each chapter chartered in accordance with these bylaws shall be a member of
the Council of Chapter Presidents. The council, which shall meet at least once
each year, shall provide advice and counsel to the Board of Directors. The
2

council shall have such rights and responsibilities as the Board of Directors may
prescribe.
SECTION 3. COMMUNITY GROUPS: For the mutual benefit of segments of themembership, the Board of Directors may prescribe policies dealing with
community groups. Such groups shall have rights and responsibilities as theBoard of Directors may prescribe.
SECTION 4. REGIONAL COUNCILS: For the mutual benefit of chapters andmembership growth, the Board of Directors may establish, modify or dissolve
councils composed of chapters in geographic regions. Such councils shall haverights and responsibilities as the Board of Directors may prescribe.

ARTICLE V
DUES, FEES AND ASSESSMENTS
SECTION 1. ESTABLISHMENT OF DUES, FEES, ASSESSMENTS AND
CHARGES: Membership dues and membership fees and assessments, if any,
for all members, including chapter members, shall be established by the Board of
Directors. Charges for activities, services and materials shall be established by
the president/CEO.
SECTION 2. DELINQUENCY AND CANCELLATION: As determined by the
Board of Directors, any member delinquent in dues, fees or assessments shallbe notified of such delinquency and may be suspended from further services ordropped from membership, and thereupon forfeit all rights and privileges ofmembership.
SECTION 3. REFUNDS: No dues, fees or assessments shall be refunded to any
member.
ARTICLE VI
MEETING OF MEMBERS AND VOTINGSECTION 1. ANNUAL MEETING: The annual meeting of MPI shall be held atsuch place and on such dates as may be determined by the Board of Directors.
SECTION 2. SPECIAL MEETINGS: Special meetings of members of MPI may
be called by the Board of Directors at any time, or shall be called by thechairman/chairwoman of the board at such time and place as designated by thechairman/chairwoman of the board within thirty (30) days following receipt of arequest signed by at least twenty percent (20%) of the members who have a rightto vote. The business to be transacted at any special meeting shall be stated in
the meeting notice.
SECTION 3. NOTICE OF MEETINGS: Written notice of any meeting of MPI
members shall be sent by mail, facsimile or electronic media to the last known
address of each then voting member not less than twenty (20) days and not morethan sixty (60) days before the date of the meeting.
SECTION 4. VOTING: On matters to be voted upon by MPI members, eacheligible voting member shall have one (1) vote and may take part and vote in3

person or by proxy. Unless otherwise specifically required by the laws of Illinois
or provided by these bylaws, a majority vote of those members present in personor by proxy and voting shall govern. Mail, facsimile or electronic voting shall be
conducted in accordance with policies as approved by the Board of Directors andthese bylaws.
SECTION 5. VOTING BY MAIL, FACSIMILE OR ELECTRONIC MEDIA:
Proposals to be offered to the members for a mail, facsimile or electronic media
vote, excepting election ballots, shall first be approved by the Board of Directors
unless the proposals are endorsed by at least twenty percent (20%) of the voting
members, in which case board approval shall not be necessary. In such a vote,the lesser of one thousand (1000) or ten percent (10%) of all members theneligible to vote shall be required to cast a ballot to constitute a valid action, and amajority of those voting shall determine the action unless otherwise required by
the laws of Illinois, or these bylaws.
SECTION 6. QUORUM OF MEMBERS: At an annual or special meeting ofmembers, a quorum shall consist of five percent (5%) or one thousand (1000)
members then entitled to cast a vote, represented in person or by proxy,
whichever is less provided that not less than fifty (50) members are present at
the meeting. 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 majority of the yes/no votes present andvoted, either in person or by proxy, shall be the act of the members unless thevote of a greater number is required by the laws of Illinois, the articles ofincorporation or these bylaws.
SECTION 7. CANCELLATION OR POSTPONEMENT OF MEETINGS: The
Board of Directors may cancel or postpone any annual or special meeting with orwithout cause.
SECTION 8. RULES OF ORDER: All meetings of MPI shall be governed byparliamentary law as set forth in Robert’s Rules of Order, most recent edition,
when it does not conflict with the laws of Illinois, articles of incorporation, thesebylaws or policies of MPI.

ARTICLE VII
OFFICERSSECTION 1. OFFICERS: The elected officers of MPI shall be achairman/chairwoman-elect, and three vice-chairmen/chairwomen to be electedby the members eligible to vote prior to the annual meeting. The
chairman/chairwoman of the board and immediate past chairman/chairwoman,both with vote, and the president/CEO, without vote, are also officers. Officers
shall serve until their successors have been duly elected, qualified and assume
office.

SECTION 2. QUALIFICATIONS FOR OFFICE: Any member in good standing
who has completed one (1) full year on the Board of Directors prior to nomination
or is on the Board of Directors at the time of nomination, is eligible for nominationand election to an officer position of MPI with the exception of the candidate for4chairman/chairwoman-elect. The chairman/chairwoman-elect nominee must be
seated on the current Board of Directors during the year in which he/she isnominated.
SECTION 3. MANNER OF ELECTION AND TERM: Elected officers shall beelected as prescribed by the policies adopted by the Board of Directors. Eachelected officer shall take office on the first day of the fiscal year of MPI following
election and serve a term of one (1) year and until their successors are duly
elected, qualified and assume office. The chairman/chairwoman-elect shall
automatically become chairman/chairwoman of the board on the first day of thenext fiscal year following election as chairman/chairwoman-elect. Officers shallserve as members of the Board of Directors.
SECTION 4. RE-ELECTION: With the exception of the offices of vicechairman/vice chairwoman, no elected officer having served one (1) full term
shall be eligible for re-nomination and re-election to the same office until at leastone (1) year has elapsed from the expiration of the prior term.
Vicechairmen/vice chairwomen may serve in such office for three consecutive one
year terms. If selected to fill an unexpired one year term, such term shall not be
considered for such purposes of determining eligibility for reelection to the officeof vice chairman/vice chairwoman;
SECTION 5. VACANCIES AND REMOVAL: With the exception of the office ofchairman/chairwoman of the board and chairman/chairwoman-elect, the Board of
Directors, in its discretion, may fill any vacant office. An officer so selected shallserve until the end of the fiscal year and until a successor is duly nominated andelected by the membership. In the event a vacancy occurs after the nominatingprocess is closed but before the end of the fiscal year, a person so selected to filla vacancy shall serve until the end of the next fiscal year and until a successor isduly nominated and elected by the membership in accordance with these bylaws.
In the event of a vacancy in the office of chairman/chairwoman of the board, thechairman/chairwoman-elect shall automatically fill the balance of the term ofoffice for the unexpired term and shall then assume the term of office ofchairman/chairwoman of the board which the chairman/chairwoman-electpursuant to these bylaws would otherwise assume in his or her own right. In theevent of any vacancy in the office of chairman/chairwoman-elect, the board shallfill the office for the balance of the term of office for the unexpired term only.
Such individual shall not automatically succeed to the office ofchairman/chairwoman of the board upon the completion of the unfulfilled term ofchairman/chairwoman-elect unless duly elected in accordance with these bylaws
to the office of chairman/chairwoman-elect.

ARTICLE VIII
DUTIES OF OFFICERSSECTION
1.
CHAIRMAN/CHAIRWOMAN
OF
THE
BOARD:
The
chairman/chairwoman of the board shall serve as chairman/chairwoman andpreside at all meetings of the Executive Committee and Board of Directors. The
chairman/chairwoman of the board shall serve as a member, ex-officio, on allcommittees. At the annual meetings and such other times as deemed proper, thechairman/chairwoman of the board shall communicate to the members suchmatters and make such suggestions that will promote the welfare and increase5the usefulness of MPI. The chairman/chairwoman of the board shall perform
such other duties as are necessarily incident to the office and as may beprescribed by the executive committee and/or the Board of Directors.
SECTION 2. CHAIRMAN/CHAIRWOMAN OF THE BOARD-ELECT: In theabsence of the chairman/chairwoman of the board or the chairman/chairwomanof the board’s inability or refusal to act, the chairman/chairwoman-elect shallperform the duties of the chairman/chairwoman of the board. On the first day ofnext succeeding fiscal year of MPI after taking office, the chairman/chairwomanelect shall perform such other duties as may be prescribed by thechairman/chairwoman of the board, executive committee and/or Board of
Directors.
SECTION
3.
VICE
CHAIRMEN/CHAIRWOMEN:
The
three
vice
chairmen/chairwomen shall perform such duties as are assigned to the individual
vice chairman/vice chairwoman by the chairman/chairwoman of the board,
executive committee and/or the Board of Directors.

SECTION 4. IMMEDIATE PAST CHAIRMAN/CHAIRWOMAN OF THE BOARD:
The immediate past chairman/chairwoman of the board shall serve as a voting
member of the Board of Directors, executive committee and perform such duties
as may be prescribed by the chairman/chairwoman of the board, executive
committee and/or Board of Directors.

ARTICLE IX
BOARD OF DIRECTORSSECTION 1. AUTHORITY AND RESPONSIBILITY: The governing body of MPI
shall be the Board of Directors. The Board is responsible for reviewing andapproving the organization’s strategic plans. The Board oversees financial
integrity and monitors performance against achievement of strategy and longterm vision. The Board shall be responsible for the hiring, continual performanceassessment and compensation of the President/Chief Executive Officer. The
Board shall have such other powers and authority as granted to it by the laws ofIllinois and these bylaws. The board may adopt such rules, regulations andpolicies for the conduct of its business as shall be deemed advisable, and may,in the execution of the power granted, delegate certain of its authority andresponsibility to the executive committee.
SECTION 2. COMPOSITION: The Board of Directors shall consist of thechairman/chairwoman of the board, chairman/chairwoman-elect, the three (3)vice chairmen/chairwomen and twelve (12) directors elected by the membershipin accordance with the bylaws and such policies as may be adopted by the Boardof Directors. The current chairman/chairwoman of the MPI Foundation Board ofTrustees shall serve as an ex officio member, without vote, of the Board of
Directors. The president/CEO shall also be an ex-officio member, without vote, of
the Board of Directors.
SECTION 3. MANNER OF ELECTION AND TERM: Directors and officers,
except for the chairman/chairwoman of the board who shall succeed to officefrom the office of chairman/chairwoman-elect, shall be elected by the voting
6membership in accordance with policies adopted by the Board of Directors.
Elected directors and officers shall take office on the first day of the fiscal year
following their election. Directors shall serve a term of three (3) years and until
their successors have been elected and assume office. Ex-officio directors shallserve for a term coinciding with their respective office and as prescribed bypolicies as adopted by the Board of Directors.
SECTION 4. RE-ELECTION: No member of the Board of Directors who has been
elected by the vote of the membership to serve one (1) full three (3) year term
shall be eligible for re-nomination and re-election until at least one (1) year has
elapsed from the expiration of the prior term.
SECTION 5. QUORUM OF THE BOARD: At any meeting of the Board of
Directors, no less than a majority of the then voting members of the Board shallconstitute a quorum for the transaction of the business of MPI and any suchbusiness thus transacted shall be valid providing it is affirmatively passed uponby a majority of those present, unless otherwise required by law, the articles ofincorporation or these bylaws.
SECTION 6. MEETINGS OF THE BOARD: A regular meeting of the Board of
Directors shall be held no less than four (4) times during each fiscal year and will
be open for attendance by any MPI member in good standing except when
meeting in executive session. Meetings shall be held as determined by thechairman/chairwoman, the executive committee or the Board of Directors. Noticeof each meeting shall be given to all directors not less than five (5) days nor morethan sixty (60) days before the meeting is to be held. Special meetings of theBoard of Directors may be called by the chairman/chairwoman at the request of
any six (6) members of the Board of Directors, by notices sent to each memberof the Board of Directors, not less than five (5) days nor more than sixty (60)days before the meeting is to be held.
SECTION 7. VOTING: Voting rights of a director shall not be delegated toanother nor exercised by proxy.
SECTION 8. ABSENCE: Any director, including elected officers, who has beenabsent from one (1) regular meeting of the Board of Directors shall request an
excused absence from the chairman/chairwoman. If the director misses the next
Board of Directors meeting, the director shall be deemed to have resigned fromthe Board of Directors and the vacancy shall be filled as provided by thesebylaws, unless a further excused absence for extraordinary reasons shall be
granted by the other members of the Board of Directors.
SECTION 9. VACANCIES AND REMOVAL: The Board of Directors, in its
discretion, may fill any vacancy occurring on the Board of Directors. A director so
selected by the Board to fill a vacancy shall serve until the end of the fiscal year
and until a successor is duly nominated and elected by the membership in
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 soselected 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 accordancewith 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.

7

SECTION 10. COMPENSATION: Directors and elected officers shall not receive
any compensation for their services.
SECTION 11. OTHER MEANS OF GIVING NOTICE AND TRANSACTING
BUSINESS: The Board of Directors may give notice and transact business by
mail, facsimile, or electronic media as to the fullest extent may be allowed by
Illinois law and in accordance with policies as may be adopted by the Board of
Directors.

ARTICLE XEXECUTIVE COMMITTEESECTION 1. AUTHORITY AND RESPONSIBILITY: The executive committee
may act in place and stead of the Board of Directors between board meetings on
all matters, except those specifically reserved to the board by Illinois law or thesebylaws, pursuant to the delegation 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 or electronic media or at the next board meeting.
SECTION 2. COMPOSITION: The executive committee shall consist of theimmediate past chairman/chairwoman of the board, chairman/chairwoman of theboard and the elected officers. The president/CEO shall serve as an ex-officio
member of the executive committee without vote.
SECTION 3. QUORUM CALL OF MEETINGS: A majority of the executive
committee shall constitute a quorum at any duly called meeting of the committee.
The chairman/chairwoman of the board shall call such meetings of the executive
committee as the business of MPI may require, or a meeting shall be called by
the chairman/chairwoman of the board on request of three (3) members of theexecutive committee.

ARTICLE XISTANDING AND SPECIAL COMMITTEESSECTION 1. GOVERNANCE AND NOMINATING COMMITTEE: The
governance and nominating committee shall assist the Board of Directors infulfilling its oversight responsibilities relating to developing and implementing
sound governance policies and practices as well as the development andevaluation of the Board of Directors and nomination process for directors andofficers. MPI management may serve as a resource to the committee.
SECTION 2. AUDIT AND FINANCE COMMITTEE. The audit and financecommittee shall assist the Board of Directors in fulfilling its oversight
responsibilities relating to the quality and integrity of MPI’s financial reporting
processes and accounting practices and the performance, qualifications, andindependence of MPI’s independent auditors.
SECTION 3 OTHER APPOINTED BODIES: The chairman/chairwoman of theboard or the chairman/chairwoman-elect, in accordance with policies approvedby the Board of Directors, shall establish and appoint such other committees,
subcommittees, advisory councils, or task forces as are necessary and which are8not in conflict with other provisions of Illinois law or these bylaws. The duties andprocedures of such committees shall be prescribed by the Board of Directors.
Advisory councils may also be appointed by the President/CEO to provide advice
and counsel to the President/CEO.

ARTICLE XIIEXECUTIVE AND STAFF
SECTION 1. APPOINTMENT: The Board of Directors shall employ an individual,
who need not be a member of MPI, as the salaried staff head and who shall havethe title of president/CEO. The terms and conditions of employment shall be as
specified by the Board of Directors and shall be set forth by contract.
Employment and discharge of the president/CEO shall require a two-thirds (2/3)
vote of the then entire Board of Directors, and shall be in accordance with any
employment contract.
SECTION 2. AUTHORITY AND RESPONSIBILITY: The president/CEO shall be
the chief executive officer of MPI and responsible for all management functions.

ARTICLE XIIIFINANCESECTION 1. FISCAL YEAR: The fiscal year of MPI shall be prescribed by the
Board of Directors.
SECTION 2. BONDING: Trust or security bonds shall be furnished for thechairman/chairwoman of the board, vice chairmen/chairwomen, president/CEOand such other officers or employees of MPI as the Board of Directors shalldirect. The amount of such bonds shall be determined by the Board of Directors
and the cost paid by MPI.
SECTION 3. BUDGET AND ANNUAL FINANCIAL REPORTS: The Board of
Directors, in advance of the next fiscal year, shall adopt an annual operating
budget covering all activities of MPI. A financial report of the year just completed
shall be presented to the Board of Directors and membership as directed by the
Board of Directors.
SECTION 4. AUDIT: The accounts of MPI shall be audited not less than annually
by a certified public accountant who shall be approved by the Board of Directors,
and who shall provide a report for the Board of Directors as directed by the Boardof Directors.

ARTICLE XIVMISCELLANEOUS
SECTION 1. OPERATION AND USE OF FUNDS: MPI shall be organized andoperated exclusively within the meaning of Section 501 (c) (3) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future UnitedStates Internal Revenue law) and no part of the net earnings of MPI shall inure to
the benefit of any director, officer, member or other private person, except that
9

MPI shall be authorized and empowered to pay reasonable compensation forservices rendered.
SECTION 2. DISSOLUTION: Upon the dissolution of MPI, the Board of Directors
shall, after paying or making provision for the payment of all the liabilities of MPI,
dispose of all of the assets of MPI exclusively for purposes similar to the purposeof MPI in such manner or to such organization or organizations as shall at thetime qualify as an exempt organization or organizations under Section 501 (c) (3)of the Internal Revenue Code of 1986 (or the corresponding provision of any
future United States Internal Revenue Law), as the Board of Directors shalldetermine.
SECTION 3. POLITICAL ACTIVITIES: MPI shall not contribute any of its
earnings or property or provided any services for any political candidate,committee, party or organization.
SECTION 4. INDEMNIFICATION: To the fullest extent allowed by and inaccordance with the laws of Illinois, MPI shall indemnify any person who was oris a party, or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of MPI) by reason of the factthat he or she is or was a director, officer, employee or agent of MPI, or who is or
was serving at the request of MPI as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust of other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by such person in connection withsuch action, suit or proceeding, if such person acted in good faith and in amanner he or she reasonably believed to be in, or not opposed to, the bestinterests of MPI and, with respect to any criminal action or proceeding, had noreasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or upona plea of nolo contendere or its equivalent, shall not, of itself, create apresumption that the person did not act in good faith and in a manner which he or
she reasonably believed to be in or not opposed to the best interests of MPI or,
with respect to any criminal action or proceeding, that the person had reasonablecause to believe that his or her conduct was unlawful. In addition and to theextent available, MPI shall purchase insurance for such indemnification and as
determined by the Board of Directors.
ARTICLE XVAMENDMENTS
These bylaws may be amended or repealed by a two-thirds (2/3) vote of themembers present in person or by proxy at any annual or special meeting of MPI
duly called and regularly held providing notice of such proposed changes havebeen sent in writing to the members thirty (30) days before such meeting, or by a
two-thirds (2/3) of those voting by mail, facsimile or electronic media ballot,
conducted in accordance with such procedures as may be prescribed by the
Board of Directors. Amendments may be proposed by the Board of Directors on
its own initiative, or upon petition of at least five percent (5%) of the membership.
All such proposed amendments shall be presented by the Board of Directors to
the membership with or without recommendation.

10