Restated and Approved by MPI Board of Directors on March 26, 2023, and Approved by
Membership May 17, 2023

MEETING PROFESSIONALS INTERNATIONAL
BYLAWSAMENDMENTS TO THE BYLAWSARTICLE 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 in the State of
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 may, as determinedby the Board of Directors, be a member of the Council of Chapter Presidents.
The council shall meet and have such rights and responsibilities as the Board of
Directors may prescribe.
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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 or other governing bodies composed of chapters in geographic regions.
Such councils or other governing bodies shall have rights 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 the chair of
the board at such time and place as designated by the chair of the board within
thirty (30) days following receipt of a request signed by at least twenty percent(20%) of the members who have a right to vote. The business to be transacted atany 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 inperson 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 person3

or 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 meetings withor without cause.
SECTION 8. RULES OF ORDER: All meetings of MPI shall endeavor to be
governed by parliamentary law as set forth in Robert’s Rules of Order, mostrecent edition, when it does not conflict with the laws of Illinois, articles ofincorporation, these bylaws or policies of MPI.
ARTICLE VII
OFFICERSSECTION 1. OFFICERS: The elected officers of MPI shall be a chair, chair-elect,
immediate past chair and vice chair, finance. The president/CEO, without vote,is also an officer. 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 forchair elect. The chair-elect nominee must be a member of the Board of Directors
during the year in which he/she is nominated.
SECTION 3. MANNER OF ELECTION AND TERM: Elected officers shall beelected as prescribed by the policies adopted by the Board of Directors. Each4

elected officer shall take office on the first day of the fiscal year of MPI following
the election and serve a term of one (1) year and until their successors are duly
elected, qualified and assume office. The chair-elect shall automatically becomechair of the board on the first day of the next fiscal year following election as
chair-elect. Officers shall serve as members of the Board of Directors.
SECTION 4. RE-ELECTION:
The Chair and/or Chair Elect upon therecommendation of the Board Development Committee and approved by the
Board of Directors may be re-nominated for one additional one-year term. The
Vice Chair may serve in such office for up to three consecutive one-year terms.
If selected to fill an unexpired one-year term, the extended term shall not be
considered for determining eligibility for subsequent reelection to the office.
SECTION 5. VACANCIES AND REMOVAL: Except for the office of chair of theboard and chair-elect, the Board of Directors, in its discretion, may fill any vacant
office. An officer so selected shall serve until the end of the fiscal year and until a
successor is duly nominated and elected by the membership. In the event avacancy occurs after the nominating process is closed but before the end of the
fiscal year, a person so selected to fill a vacancy shall serve until the end of thenext fiscal year and until a successor is duly nominated and elected by themembership in accordance with these bylaws. In the event of a vacancy in theoffice of chair of the board, the chair-elect shall automatically fill the balance ofthe term of office for the unexpired term and shall then assume the term of officeof chair of the board which the chair-elect pursuant to these bylaws would
otherwise assume in his or her own right. In the event of any vacancy in theoffice of chair-elect, the board shall fill the office for the balance of the term ofoffice for the unexpired term only. Such individual shall not automatically succeed
to the office of chair of the board upon the completion of the unfulfilled term ofchair-elect unless duly elected in accordance with these bylaws to the office ofchair-elect. The Board of Directors, by affirmative vote of two thirds (2/3) of thevoting directors, may remove any officer for failure to comply with such officer’s
responsibilities, violating MPI’s bylaws or policies, lack of gainful involvement in
the industries served by MPI, or other cause.
ARTICLE VIII
DUTIES OF OFFICERSSECTION 1. CHAIR OF THE BOARD: The chair shall preside over all meetingsof the Board of Directors. The chair of the board shall serve as a member, exofficio, on all committees. At the annual meetings and such other times as
deemed proper, the chair of the board shall communicate to the members suchmatters and make such suggestions that will promote the welfare and increase
the usefulness of MPI. The chair of the board shall perform such other duties as
are necessarily incident to the office and as may be prescribed by the Board of
Directors.
SECTION 2. CHAIR–ELECT OF THE BOARD: In the absence of the chair of theboard or the chair of the board’s inability or refusal to act, the chair-elect shallperform the duties of the chair of the board. On the first day of the next
succeeding fiscal year of MPI after taking office, the chair-elect shall perform

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such other duties as may be prescribed by the chair of the board, and/or Board of
Directors.
SECTION 3. VICE CHAIR OF FINANCE: The vice chair of finance shall perform
such duties as are assigned by the chair of the board, and/or the Board of
Directors.
SECTION 4. IMMEDIATE PAST CHAIR OF THE BOARD: The immediate past
chair of the board shall serve as a voting member of the Board of Directors andperform such duties as may be prescribed by the chair of the board and/or Boardof 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 and adopting sound, ethical, andlegal governance and financial management policies, as well as ensuring theorganization has adequate resources to advance its mission. The Board shallhave such other powers and authority as granted to it by the laws of Illinois andthese bylaws. The Board may adopt such rules, regulations and policies for the
conduct of its business as it deems advisable.
SECTION 2. COMPOSITION: The Board of Directors shall consist of the chair,chair-elect, immediate past-chair, vice chair of finance and not less than sevennor more than eleven directors elected by the membership and up to two (2)appointed directors in accordance with the bylaws and such policies as may be
adopted by the Board of Directors. The current chair of the MPI Foundation
Global Board of Trustees shall serve as a voting member of the Board of
Directors. In addition, the President/CEO shall be ex-officio member, without
vote, of the Board of Directors.
SECTION 3. MANNER OF ELECTION AND TERM: Directors and officers,
except for the chair of the board who shall succeed to office from the office ofchair-elect, shall be elected by the voting membership in accordance with
policies adopted by the Board of Directors. Elected directors and officers shalltake office on the first day of the fiscal year following their election. Directors shallserve a term of one (1) or three (3) years, as the case may be, and until theirsuccessors have been elected and assume office. Ex-officio directors shall serve
for a term coinciding with their respective office and as prescribed by policies 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 a 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. Notwithstanding, however, a director who
has served a three-year term shall be eligible to serve up to three consecutive
one-year terms. At no time shall more than fifty percent (50%) of the Board becomprised of individuals serving one-year terms. Upon recommendation of the6

Board Development Committee and approval by the Board of Directors an
exception under extraordinary circumstances may be made.
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 to attendance by any MPI member in good standing except when
meeting in executive session. Meetings shall be held as determined by the chair,or the Board of Directors. Notice of each meeting shall be given to all directors
not less than five (5) days nor more than sixty (60) days before the meeting is tobe held. Special meetings of the Board of Directors may be called by the chair at
the request of any six (6) members of the Board of Directors, by notices sent toeach member of the Board of Directors, not less than five (5) days nor more thansixty (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: The Board of Directors shall refer to its policy regarding
attendance at its regular meetings.
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 Board of Directors by the affirmative vote of two thirds(2/3) of the voting directors, may remove any director for failure to comply withsuch director’s responsibilities, violating MPI’s bylaws or policies, lack of gainful
involvement in the industries served by MPI, or other cause.
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 (including email and board governancesoftware and tools) as to the fullest extent may be allowed by Illinois law and inaccordance with policies as may be adopted by the Board of Directors.

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ARTICLE X
STANDING AND SPECIAL COMMITTEESSECTION 1. BOARD DEVELOPMENT COMMITTEE: In accordance with
policies adopted by the Board of Directors a Board Development Committee shallbe appointed annually which shall assist the Board of Directors in the
recruitment, evaluation, and nomination of candidates to the Board of Directors
and as Officers. MPI management may serve as a resource to the committee.
SECTION 2. AUDIT AND FINANCE COMMITTEE. In accordance with policies
adopted by the Board of Directors an Audit and Finance Committee shall be
appointed annually which 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, and independence of MPI’s independent auditors.
SECTION 3 PRESIDENT/CEO PERFORMANCE COMMITTEE. In accordancewith policies adopted by the Board of Directors a President/CEO performancecommittee shall be appointed annually which shall assist the board of directors infulfilling its oversight responsibilities to annually evaluate the performance of thepresident/chief executive officer and make recommendations as to the terms andconditions of the President/CEO’s continued employment and compensation.
SECTION 4. OTHER APPOINTED BODIES: The chair of the board or the chairelect, in accordance with policies approved by the Board of Directors, shallestablish and appoint such other committees, subcommittees, advisory councils,
or task forces as are necessary and which are not in conflict with other provisionsof Illinois law or these bylaws. The duties and procedures 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 XIEXECUTIVE 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.

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ARTICLE XIIFINANCESECTION 1. FISCAL YEAR: The fiscal year of MPI shall be prescribed by the
Board of Directors.
SECTION 2. BONDING: Trust or security bonds may be furnished for the chair,president/CEO and such other officers or employees of MPI as the Board of
Directors shall direct. The amount of such bonds, if any, 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 for 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 XIIIMISCELLANEOUS
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
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 provide 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 or9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 XIVAMENDMENTS
These bylaws may be amended or repealed by a two-thirds (2/3) affirmative voteof the then voting members of the MPI International Board of Directors at any
regular or special meeting or by a two-thirds (2/3) of those voting by mail,facsimile or electronic media ballot, conducted in accordance with suchprocedures as may be prescribed by the Board of Directors. Notice of any such
amendment or repeal shall be given to the MPI membership. If more than 5% of
the voting membership requests a ballot to be submitted to the membership, theamendment shall not become effective until such time as it has been ratified by amajority of the votes cast by the members in accordance with such policies 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 in accordance withsuch policies as may be prescribed by the Board of Directors.

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