REVISED JANUARY 2016
NAME AND PURPOSE
Section 1: NAME: The name of this organization shall be the Education Foundation of the Professional Convention Management Association, Inc. (the “Foundation”)
Section 2: PURPOSES: The Foundation is organized for research, educational, and scholarship purposes as meant by and within the meaning of those terms as used in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 1: The Professional Convention Management Association, Inc. (“PCMA”) shall be the sole member of the Foundation.
Section 1: ELECTED OFFICERS: The officers of the Foundation shall be a Chair, a Chair-Elect, a Secretary/Treasurer and an Immediate Past Chair. All officers must be PCMA members and must have served at least 2 years as a Trustee of the Foundation.
Section 2: PRESIDENT: The President and CEO of PCMA shall serve as a non-voting member of the Board of the Foundation.
Section 3: TERM OF OFFICE: The term of office for all elected officers shall be 1 year. Terms of office begin at the close of the PCMA Annual Meeting and shall continue until the close of the succeeding Annual Meeting.
Section 1: DUTIES OF THE CHAIR OF THE BOARD OF TRUSTEES: The Chair shall be the chief elected officer of the Foundation and shall preside at all meetings of the Board of Trustees and Executive Committee. The Chair is a member of the Finance Committee. The Chair shall serve as a non-voting ex-officio member of all committees, subcommittees and task forces and shall perform such duties and functions as are necessarily incident to the office or as may be prescribed by the Board of Trustees.
Section 2: DUTIES OF THE CHAIR-ELECT: The Chair-Elect shall assume the duties of the Chair at the latter’s request or in the Chair’s absence; shall assume the office of Chair at the expiration of the incumbent Chair’s term; and shall perform such other duties as may be prescribed by the Board of Trustees. The Chair-Elect is a member of the Executive Committee and the Finance Committee. The Chair-Elect is a member of the Leadership Committee and appoints all committees, subcommittees and task force members in consultation with other trustees, members at large and staff.
Section 3: DUTIES OF THE IMMEDIATE PAST CHAIR: The Immediate Past Chair shall assume this position at the expiration of her or his term as Chair; and shall perform such duties as may be prescribed by the Board of Trustees. The Immediate Past Chair is a member of the Executive Committee. The Immediate Past Chair will serve as the Chair of the Leadership Committee.
Section 4: DUTIES OF THE SECRETARY/TREASURER: The Secretary/Treasurer shall be responsible for monitoring and reporting the financial activities of the Foundation and shall ensure an annual audit of the financial records of the Foundation. The Secretary/Treasurer or a designee is responsible for overseeing the maintenance of the meeting minutes of the Executive Committee and Board of Trustees. The Secretary/Treasurer shall serve as the Chair of the Finance Committee.
Section 5: DUTIES OF THE PRESIDENT AND CEO OF PCMA: The President and CEO of PCMA shall ensure that the Foundation is appropriately staffed to carry out the work of the Foundation. The activities of the Foundation shall be set by the Foundation Board in consultation with the PCMA President and CEO. The President and CEO is a member of the Executive Committee and Finance Committee. The President and CEO shall serve as a non-voting ex officio member on all committees, subcommittees and task forces. In all instances the President and CEO serves without vote.
ELECTION AND APPOINTMENT OF OFFICERS AND TRUSTEES
Section 1: APPOINTMENT OF TRUSTEES BY PCMA BOARD: The PCMA Board of Directors shall appoint individuals to fill 2 Trustee seats on the Foundation Board with staggered 2 year terms. These appointed Trustees shall serve terms as defined in Article VI Section 2 of these bylaws, and the PCMA Board shall appoint Trustees as needed to fill the expired terms of the 2 appointed Trustees.
Section 2: ELECTION OF TRUSTEES AND OFFICERS:
(a) For the officers, the Leadership Committee shall present an uncontested slate to the Board of Trustees for approval. If the Board rejects the slate it goes back to the Leadership Committee to develop a new slate and present it to the Board of Trustees for approval.
(b) For Trustees, the Leadership Committee shall present to PCMA an uncontested candidate slate for each expired or vacant term. If PCMA rejects the Trustee slate it goes back to the Leadership Committee to develop a new slate and represent it to PCMA for approval.
Section 3: VACANCIES:
(a) If an officer position is vacated for any reason, the Leadership Committee shall present a candidate to the Board of Trustees to fill the vacancy. The Board of Trustees may appoint the candidate who shall serve for the unexpired portion of the term of the vacating Trustee.
(b) If a Trustee position is vacated for any reason by an elected Board member the Leadership Committee shall present a candidate to PCMA to fill the vacancy. PCMA may appoint the candidate who shall serve for the unexpired portion of the term of the vacating Trustee. A Trustee so appointed shall be eligible to serve additional terms as a Trustee, to the maximum allowed by these bylaws. If the duration of the unexpired term to which he or she is appointed is (1) year or less, the Trustee shall be eligible to serve again to the maximum allowed by these bylaws.
(c) If a candidate to fill a vacancy is rejected, the Leadership Committee shall submit additional candidates until one is appointed.
(d) If a vacancy of a PCMA Board of Directors appointed Trustee occurs for any reason, the PCMA Board of Directors shall present a candidate to fill the vacancy.
BOARD OF TRUSTEES
Section 1: AUTHORITY: The Board of Trustees shall have the oversight, control, and direction of the affairs of the Foundation. It shall determine its policies or changes therein within the limits of these Bylaws. It may adopt such policies and procedures for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board of Trustees shall have the authority to approve the Foundation budget and accept the audit.
Section 2: COMPOSITION: There shall be 19-21 members of the Board of Trustees:
(a) The elected officers: the Chair, the Chair-Elect, the Secretary/Treasurer, and the Immediate Past Chair,
(b) No fewer than 10 and no more than 12 Trustees elected by PCMA,
(c) 2 Trustees appointed by the PCMA Board of Directors,
(d) The Chair of the PCMA Board of Directors,
(e) The Chair-Elect of the PCMA Board of Directors,
(f) The PCMA President and CEO.
Section 3: TERM OF OFFICE FOR TRUSTEES:
(a) The term of office for all elected and appointed Trustees shall be 2 years, and shall begin at the close of the PCMA Annual Meeting held after their election or appointment to office. Trustees are eligible for reelection or reappointment, but may serve no more than three consecutive 2 year terms. Upon the conclusion of three consecutive terms or position as an Officer, a 2 year sabbatical from the Board is required prior to being elected as a Foundation Trustee.
(b) The term of office for the PCMA elected officers, and the PCMA President and CEO shall be for the duration that each person occupies such office.
(c) The term of office for the PCMA Officers serving as Foundation Trustees shall constitute one 2 year appointed term whether they serve 1 or 2 one year terms.
(d) When a Trustee assumes an officer position his/her term as a Trustee ends and a new term as an officer begins.
Section 4: COMPENSATION: All members of the Board of Trustees shall serve without compensation.
Section 5: QUORUM: A majority of voting members of the Board of Trustees shall constitute a quorum for conducting business.
Section 6: MEETINGS: (a.) The Board of Trustees shall meet a minimum of twice annually at a meeting called by the Chair, one of which is in conjunction with the PCMA Annual Meeting and a minimum of one other time. Additional meetings shall be called by the Chair, or on the written request of a majority of voting members of the Board of Trustees. The meetings of the Board of Trustees shall be closed except to persons invited by the Chair.
(b) The Board of Trustees may meet by means of electronic conference, provided that notice is given to the members prior to the meeting, and that a quorum of Trustees participate in the electronic conference.
Section 7 GENERAL: (a) MANNER OF ACTING– Except as otherwise expressly provided by statute, the Articles of Incorporation, these Bylaws, or policies established by the Board of Trustees, action of a majority of the Trustees present at a meeting of the Board of Trustees at which a quorum is present
shall be the action of the Board of Trustees.
(b) PRESUMPTION OF ASSENT– Any Trustee who is present at a meeting of the Board of Trustee at which action on any Foundation matter is taken shall be presumed to have assented to the action taken unless that Trustee’s contrary vote is recorded in the minutes of the meeting, upon that Trustee’s specific request.
(c) RULES OF ORDER- The meetings and proceedings of PCMA Foundation shall be regulated and controlled by Sturgis’ The Standard Code of Parliamentary Procedure (most recent edition) for parliamentary procedure, except as may be otherwise provided by the Articles of Incorporation, these Bylaws, or statute. The rules of procedure may be suspended by two-thirds vote of those present and voting at any meeting.
Section 1: AUTHORITY: The Executive Committee may exercise the powers of the Board of Trustees when the Board is not in session. The Executive Committee must report its actions to the Board at the next succeeding meeting and seek ratification of its actions.
Section 2: COMPOSITION: There shall be 5 voting members of the Executive Committee: the Chair, the Chair-Elect, the Secretary/Treasurer, the Immediate Past Chair, and one Trustee appointed by the Leadership Committee. The PCMA President and CEO shall serve as a non-voting member.
Section 3: QUORUM: For the purpose of a quorum, (3 members of the Executive Committee must be present.
Section 1: PURPOSE: The Finance Committee shall be responsible for the preparation of the annual budget which shall be prepared and submitted to the Board of Trustees in advance of the next fiscal year for their review and approval.
Section 2: COMPOSITION: There shall be 5 members of the Finance Committee: the Secretary/Treasurer, who shall serve as Chair; the Chair of the Board; the Chair-Elect; and 2 additional Trustees (not serving on the Executive Committee) selected by the Chair Elect. The President and CEO and the Secretary/Treasurer of PCMA shall serve without vote.
Section 3: FISCAL YEAR: The fiscal year of the Foundation shall be consistent with that of PCMA.
Section 1: PURPOSE: The Audit Committee provides financial oversight of the organization’s financial reporting and accounting practices including engaging and overseeing the annual audit process and 990 preparation performed by an independent auditor (Certified Public Accountant). The annual audit shall be subject to acceptance by the Board of Trustees.
Section 2: COMPOSITION: There shall be 5 members of the Audit Committee: 5 members from the Board of Trustees not on the Finance Committee, one of whom will be appointed Chair.
Section 1: PURPOSE: The Leadership Committee ensures the Foundation is governed by the most capable individuals and its governance supports the needs of the organization. It serves as the nominating committee of the Foundation. The Leadership Committee also selects annual Lifetime Achievement Honorees.
Section 2: COMPOSITION: There shall be a minimum of 5 members of the Leadership Committee: the Immediate Past Chair who serves as Chair, the Chair Elect, 1 additional Foundation Trustee and a minimum of 2 PCMA members at large.
Section 1 PURPOSE: The Grants Committee shall steer the Foundation’s disbursement initiatives through funding of research and scholarships. The committee will review strategic project proposals and grant and scholarship applications as needed in conjunction with official deadlines. The committee shall recommend projects and applications for funding, reject based on criteria, or postpone for more information. Strategic Projects, Grants, and Scholarships are subject to final approval by the Board of Trustees.
Section 2: COMPOSITION: There shall be a minimum of 5 members of the Grants Committee: 3 members of the Board of Trustees, one who will be appointed Chair and a minimum of 2 PCMA members at large.
Section 1: PURPOSE: The Development Committee shall serve to ensure sufficient financial resources are available to carry out the Foundation’s mission. The Development Committee shall lead the Board of Trustee’s participation in resource development and fundraising.
Section 2: COMPOSITION: There shall be a minimum of 5 members of the Development Committee: a minimum of 3 members of the Board of Trustees, and a minimum of 2 PCMA members at large.
PRINCIPAL OFFICE AND RESIDENT AGENT
Section 1: PRINCIPAL OFFICE: The Foundation shall maintain its principal office at the headquarters of PCMA.
Section 2: RESIDENT AGENT: The Foundation shall be incorporated in the District of Columbia in the United States of America, and at all times shall have a designated resident agent in the District of Columbia authorized to accept notices or service of process for the Foundation.
INDEMNIFICATION: The Foundation shall indemnify each of its Trustees, officers, and employees and former Trustees, officers, and employees against reasonable expenses, (including attorneys fees), actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been such Director, officer or employee, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Expenses incurred in defending an action, suit, or proceeding will be paid by the Foundation in advance of the final disposition of such action, suit or proceeding upon receipt of agreement by the Trustee, officer, or employee to repay such amount unless it shall be ultimately determined that he/she is not entitled to be indemnified by the Foundation under this Article.
Section 1: MANNER OF SUBMITTING: Proposed amendments to these Bylaws shall be submitted in writing to the Chair who shall then send copies of the proposed amendment to the members of the Board of Trustees no less than (30) days prior to the meeting at which amendments are to be considered.
Section 2: ADOPTION: An amendment may be passed by (1) a two-thirds vote of the Board of Trustees at a meeting; (2) a two-thirds electronic vote of the Board of Trustees, provided votes are received within (60) days of the original mailing. The Board of Trustees also shall specify the manner and timing of the vote on the amendments.
Section 1: VOTE: A vote to dissolve the Foundation shall require an affirmative two-thirds of the Board of Trustees and approval by the sole member. The vote may be taken electronically or in person, but not by proxy.
Section 2: DISTRIBUTION: In the event of the dissolution of the Foundation, the Board of Trustees shall, after paying or making provisions for payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations exclusively for the purposes within the intention of Section 501(c)(3) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Code), contingent upon approval by the sole member.