ALOHA CHAPTER - MPI
MEETING PROFESSIONALS INTERNATIONAL
Committed to Educational Leadership

CHAPTER BYLAWS

ARTICLE I. NAME AND LOCATION

Section 1. The name of this organization shall be Meeting Professionals International Aloha Chapter, a not-for- profit Corporation, incorporated in the state/province of Hawai’i.

Section 2. The Aloha Chapter operates as a chapter of MEETING PROFESSIONALS INTERNATIONAL. In these Bylaws, all articles and sections pertain to the “Chapter” unless
specifically designated “MPI.”

Section 3. The geographical area covered by the Chapter shall include the State of Hawai’i.

Section 4. The Chapter’s office shall be located in the State of Hawai’i, by decision of the Board of Directors.

Section 5. All policy matters relating to the Aloha Chapter are valid only when determined by a minimum two-thirds (2/3) vote by the Aloha Chapter Board of Directors present, provided that a
quorum is in attendance.

ARTICLE II. OBJECTIVES

Section 1. The objectives of the Chapter shall be the same as those set forth in the Chapter Policy Manual and as stated in the Articles of Incorporation.

Section 2. Aloha Chapter’s ultimate objective shall be to foster and perpetuate the educational growth and professional stature of its membership, in keeping with the policies set forth in the MPI Strategic Plan.

ARTICLE III. MEMBERSHIP

Section 1. Chapter and MPI membership are concurrent.

Section 2. Membership qualifications and classification shall be as described in the current MPI Bylaws.

Section 3. Application for Membership: All applicants for membership shall complete and sign the form of application provided by MPI and submit the application to MPI Headquarters or to the Aloha Chapter offices. This includes regular and student membership.

Section 4. Membership Obligations:
A. All members must agree to abide by the MPI’s Principles of Professional Conduct and Ethics.
B. All members are expected to support the Chapter by attending as many meetings/functions as possible.

Section 5. Removal and Reinstatement shall be defined in the current MPI Bylaws.

ARTICLE IV. DUES

Section 1. Dues and Fees, Delinquencies and Cancellations, and Refunds shall be as defined in the current MPI Bylaws and Policies.

ARTICLE V. MEETINGS OF MEMBERS AND VOTING

Section 1. Regular Meetings. Regular meetings will be held at times and places as determined by the Board of Directors.

Section 2. Annual Meeting. The Annual Meeting shall be held at such place and date as may be determined by the Board of Directors. Officers and Directors shall be installed at such Meetings, and reports shall be submitted by officers and committee chairs.

Section 3. Special Meetings. Special meetings may be called by the President within thirty (30) days of receipt of a written request signed by at least ten percent (10%) of the Chapter members. The business to be transacted at any Special Meeting shall be stated in the notice thereof.

Section 4. Meeting Notices. An annual calendar of meeting dates for the coming year should be distributed within forty-five (45) days of induction of a new board. Written notice of all meetings shall be mailed or e-mailed to the last known address of each member at least fifteen (15) days preceding the meeting, but no more than 30 days before the date of the meeting.

Section 5. Voting at Meetings. At all meetings of the Chapter, each member shall have one (1) vote, and may take part and vote in person. Unless otherwise specifically provided by these Bylaws, a majority vote of those members present and voting shall govern.

Section 6. Voting by Mail. Proposals to be offered to the membership for mail, e-mail or fax vote, including election ballots, shall first be approved by the Board of Directors unless the proposals are endorsed by at least ten percent (10%) of the eligible voting members, in which case, Board approval shall not be necessary. In a mail or e-mail vote, no less than fifteen percent (15%) of all members eligible to vote shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.

Section 7. Cancellation of Meetings. The Board may cancel or postpone any regular meeting or Annual Meeting for cause. If the Annual Meeting is postponed, provision must be made to hold it within thirty (30) days of postponement.

Section 8. Quorum. At the Annual Meeting or Special Meeting of members, a quorum shall consist of fifteen percent (15%) of the membership.

Section 9. Rules of Order. The meetings and proceedings of the Chapter shall be regulated and controlled according to the most current Robert’s Rules of Order for parliamentary procedure, except as may be otherwise provided by these Bylaws.

Section 10. Attendance. Any member of MPI shall be allowed to attend all chapter general membership meetings at the member fee. No restriction shall be imposed on the number of meetings a member can attend. The proof of membership shall be the individual’s current MPI membership card. Any member attending a chapter meeting shall adhere to the reservation and cancellation policy of the chapter.

Section 11. Location. Meetings may be held on neighbor islands as determined by the Education and Program Committee and approved by the Board of Directors.

ARTICLE VI. OFFICERS

Section 1. Elected Officers of the Chapter shall be a President, President-Elect, Immediate Past President, Treasurer and Secretary. Every effort shall be made to have a balance of supplier and planner members on the Executive Board. Officers are to be elected by the Aloha Chapter membership, as prescribed by these Bylaws, and to serve terms of office described in these Bylaws, until their successors have been duly elected and have assumed office.

Section 2. Eligibility: Any member in good standing who has served a minimum of one (1) year as Director, is eligible for nomination and election to all elective offices, except President, who is qualified after serving two (2) years on the Aloha Chapter Board of Directors, one of which was in the position of President-Elect. Any member in good standing is eligible for nomination and election to the Aloha Chapter Board of Directors. Service on a board of a similar organization, as approved by the Executive Board, may be considered for eligibility for an Aloha Chapter elective office.

Section 3. Nomination and Election: The President shall appoint a Nominating Committee chairperson according to the policies of the Chapter for the purpose of nominating a slate of officers and directors. The Immediate Past President may be appointed at the discretion of the President. The Nominating Committee shall consist of four (4) or more members in good standing.

Section 4. Term of Office: Elections shall be conducted by March 30. Each elected officer shall take office July 1 and shall serve for a term of one (1) year or two (2) years or until his/her successor is duly elected and installed. Each elected officer shall serve concurrently as a member of the Board of Directors. The Executive Board shall consist of the President, President Elect, Immediate Past President, Secretary and Treasurer. Terms shall be staggered to ensure continuity.

Section 5. Re-election. Elected officers may be re-elected once to the same office. After two (2) successive terms, directors are not eligible for another term until at least one (1) year has elapsed.

Section 6. Vacancies-Removal. Vacancies in offices due to death, resignation, or other causes shall be filled for the balance of the term by a majority vote of the Board of Directors at any regular or Special Meeting. The Board of Directors, at its discretion, may remove any officer by two-thirds (2/3) vote of all members of the Board.

ARTICLE VII. DUTIES OF OFFICERS

Section 1. President: The President shall serve as chair of both the Board of Directors and the Executive Board. The President shall also serve as a member, ex-officio, with right to vote on all committees, except the Nominating Committee. The President or designee will serve as a member of the International Council of Chapter Presidents.

At the Annual Meeting and at such other times, the President shall communicate to the members such matters and make such suggestions that will promote the welfare and increase the usefulness of the Chapter. The President shall perform such other duties as necessarily incident to the office of President or as may be prescribed by the Board of Directors.

Section 2. President-Elect: The President-Elect shall preside at all meetings in the absence of the President and shall perform such other duties that may be designated by the President and/or the Board of Directors. The President-Elect shall be a liaison to chapter committees, lead or assist chairpersons for special projects, and be knowledgeable about all chapter business. This individual shall assume the office of President on July 1 of the year following the term as President-Elect.

Section 3. Immediate Past President. Term: One Year. The Immediate Past President shall preside at all meetings in the absence of the President and President-Elect, Treasurer, Secretary, Education and Programs Chair, Membership Chair, and Communications and Marketing Chair, and shall perform such other duties that may be designated by the President and/or the Board of Directors. At the direction of the President, the Immediate Past President may have overall responsibility for Nominations and special projects, and shall report on each area at all Board of Directors meetings and at other times when called upon by the President.

Section 4. Treasurer: The Treasurer shall preside at all meetings in the absence of the President and the President-Elect and shall perform such other duties that may be designated by the President and/or the Board of Directors. The Treasurer shall be in charge of all Aloha Chapter funds and/or assessments, or direct the Aloha Chapter’s paid Executive Director or administrative assistant in this task. The Treasurer shall establish proper accounting procedures for funds handling and shall be responsible for keeping of the funds in such banks, trust companies and/or investments as are approved by the Board of Directors and Executive Board.

The Treasurer shall report on the Aloha Chapter’s financial condition at all meetings of the Board of Directors and at other times when called upon by the President. The Treasurer shall file the Aloha Chapter tax reports to MPI, the Internal Revenue Service, and other state and federal agencies, as required.

The Treasurer shall have overall responsibility for the Aloha Chapter’s Trade Show, Community Outreach and Fundraising efforts and shall report on each area at all Board of Directors meetings and at other times when called upon by the President.

Section 5. Secretary. The Secretary is responsible for accurate and timely recording of all chapter minutes, permanent records, mailings, votes and resolutions, as mandated by the Executive Board. As directed by the President and the Board of Directors, the Secretary shall handle all official correspondence, maintain a current membership list, and keep updated chapter bylaws and policies.

Section 6. Membership Chair. The Membership Chair shall preside at all meetings in the absence of the President, President-Elect, Treasurer and Education and Program Chair, and shall perform such other duties that may be designated by the President and/or the Board of Directors. The Membership Chair shall maintain current Aloha Chapter membership information and lists or direct the Aloha Chapter’s paid Executive Director or administrative assistant in this task. This individual shall be responsible for membership recruitment and retention. In addition, the Membership Chair shall have overall responsibility for Registration, Hospitality/New Member Orientation, Awards and Recognition and Volunteers and shall report on each area at all Board of Directors meetings and at other times when called upon by the President. The Membership Chair will work closely with MPI headquarters on membership records.

Section 7. Education and Program Chair. The Education and Program Chair shall preside at all meetings in the absence of the President, President-Elect and the Treasurer and shall perform such other duties that may be designated by the President and/or the Board of Directors. The Education and Program Chair shall have overall responsibility for the Aloha Chapter’s Educational Programs and events, including content, speakers, venue, on-site needs, publicity and registration, and shall report on each area at all Board of Directors meetings and at other times when called upon by the President.

Section 8. Communications and Marketing Chair. The Communications and Marketing Chair shall preside at all meetings in the absence of the President and President-Elect, Treasurer, Secretary, Education and Programs Chair and Membership Chair and shall perform such other duties that may be designated by the President and/or the Board of Directors. The Communications and Marketing Chair shall have overall responsibility for the Aloha Chapter’s Policy and Procedures Manual, Government Affairs and Public Relations, including liaison with the newsletter and web site committees, and shall report on each area at all Board of Directors meetings and at other times when called upon by the President.

Section 9. Newsletter Chair. The Newsletter Chair shall serve as Editor of a (at minimum) quarterly newsletter with a circulation of 100 copies or more to all MPI Aloha Chapter members and other interested parties in Hawai’i's travel and tourism industry. Coordinate the gathering, writing, lay-out, printing, and distribution of each newsletter and/or preparation for posting on the Aloha Chapter web site. Work with web site chair, communications and marketing chair, education and program chair, etc. as necessary for timely presentation of chapter news and events. Determine deadlines for the year, gather information, propose advertising rates and solicit advertising and financial support for the newsletter from MPI members and others.

Section 10. Web Site Chair. The Web Site Chair shall develop and maintain the MPI Aloha Chapter web site, in cooperation with other board members and committee chairs and the general membership, to provide the most timely information to Chapter members and other interested parties.

ARTICLE VIII. BOARD OF DIRECTORS

Section 1. Authority and Responsibility: The governing body shall be the Board of Directors. The Board of Directors shall have supervision and control over and set the direction for the affairs of the Chapter, its committees and publications; shall determine its policies and/or changes therein; shall actively pursue its objectives and supervise the disbursement of funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the power granted, delegate authority and responsibility to the Executive Board.

Section 2. Composition: The Board of Directors shall consist of the President, President-Elect, Secretary, Treasurer, and immediate Past President, with no less than eight (8) Directors. Every effort should be made to balance the number of planner and supplier members on the Board.

Section 3. Eligibility: Any member in good standing is eligible for any elective position on the Board of Directors. At no time shall more than two members of the same organization serve concurrently on the Board as either Officer or Member.

Section 4. Nomination and Election: At the direction of the President, the Immediate Past President or another member appointed by the President as Nominating Committee Chairperson, shall appoint a nominating committee with the approval of the Board of Directors. The Nominating Committee may request suggestions from the membership for Directors, allowing thirty (30) days for suggestions, and shall act in accordance with the Policies of the Chapters.

Section 5. Term of Office and Election: Board members take office and serve until their successors assume office. Chapter Directors’ term of office shall be two (2) years, half being elected in even years and half elected in odd years. Directors may be re-elected for one additional term, and after two (2) successive terms are not eligible for another term until at least one (1) year has elapsed.

Section 6. Vacancies: Vacancies in any elective position are to be filled for the balance of the term by a majority vote of the Board of Directors. Any Officer or Director may be removed from office for cause by a two-thirds (2/3) vote of all members of the Board.

Section 7. Meetings: Meetings of the Board are to be held on a regular basis at times and places as determined by the Board of Directors and will be open for attendance by any Chapter member in good standing.

Section 8. Quorum: A majority of the Board constitutes a quorum for the transaction of the business of the Board. Participation by neighbor island members may be accomplished in person or via electronic connections. Any such business (unless otherwise precluded by these Bylaws) thus transacted, shall be valid providing it is affirmatively passed by a majority of those present.

Section 9. Voting: Voting rights of a Director shall not be delegated to another, nor exercised by proxy.

Section 10. Absences: Any elected Officer or Director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors, without just cause as determined by the Board of Directors, shall automatically vacate the seat on the Board and the vacancy shall be filled as provided by these Bylaws. However, the Board shall consider each absence of an elected Officer or Director as separate circumstance and may expressly waive such absence by a two-thirds (2/3) vote of the members present at the meeting.

Section 11. Compensation: Directors and elected Officers shall not receive any compensation for their service as an MPI Chapter Officer/Director, rather such roles are considered to be a contribution of time and expertise to the Chapter.

ARTICLE IX. EXECUTIVE BOARD

Section 1. Authority and Responsibility: The Executive Board 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 these Bylaws, pursuant to delegation of authority to such board by the Board of Directors. Actions of the Executive Board shall be reported to the whole Board for ratification by mail or e-mail, or at the next Board meeting.

Section 2. Composition: The Executive Board consists of the President, President-Elect, Secretary, Treasurer and Immediate Past President. If feasible, the number of suppliers shall not exceed the number of planners on the Executive Board.

Section 3. Vacancies: Any vacancy occurring on the Executive Board shall be filled in the manner as prescribed in Article VI, Section 6 of these Bylaws. Any Executive Board member appointed to fill a vacancy shall serve the unexpired term.

Section 4. Meetings: The Executive Board meets at the call of the President or at the request of two (2) members of the Executive Board.

Section 5. Quorum: A majority of the Executive Board constitutes a quorum for the transaction of business of the Executive Board and any such business action of the Executive Board shall be reported to the Board of Directors for ratification by mail, e-mail or at the next Board meeting.

ARTICLE X. STANDING AND SPECIAL COMMITTEES

Section 1. Budget and Finance Committee: The Budget and Finance Committee shall be comprised of the Executive Board. The Treasurer shall serve as chairperson. The Committee shall review the annual budget of the Chapter and make recommendations for the Board of Directors. The Committee may perform such other duties in connection with the finances of the Chapter as the Board of Directors may determine from time to time.

Section 2. Nominating Committee: The President shall appoint a chair of the Nominating Committee with the approval of the Executive Board. The chair may be the Past-President, at the discretion of the President. The remaining members of the Committee shall be appointed by the President with the approval of the Board of Directors. There shall be no less than four (4) members including the chairman.

Section 3. Education and Program Committee: The chairperson of the Education and Program Committee shall be appointed by the President with approval of the Executive Board. This Committee shall be responsible for the planning and implementation of the educational programs of the Chapter which reflect the objectives of MPI.

Section 4. Special Committees: The President, with the approval of the Board of Directors, shall appoint such other committees, or task forces as are necessary and which are not in conflict with other provisions of these Bylaws. The duties of such committees shall be determined by the Board of Directors upon their appointments.

ARTICLE XI. CHAPTER ADMINISTRATION

Section 1. An Executive Director or administrative assistant may be employed by the Board of Directors to serve as its discretion. The Executive Director’s/administrative assistant’s duties and compensation shall be determined by the Board of Directors. The budget allocation and hiring for this position shall require a majority vote of the entire Board of Directors.

Section 2. An annual evaluation of the Executive Director/administrative assistant will be conducted by the Executive Board.

ARTICLE XII. FINANCE

Section 1. Fiscal Period: The fiscal period of the Chapter shall be July 1-June 30.

Section 2. Bonding: Bonding for the Chapter is available through MPI. To receive Chapter bonding the Chapter’s financial records must adhere to the following: 1) Two people are required to sign checks; 2) A third party needs to reconcile the bank statement (who does not sign checks or make deposits); 3) The Chapter must have an annual audit or accounting review performed.

Section 3. Budget: With recommendation of the Executive Board, the Board of Directors in advance of the next fiscal period shall adopt an annual operating budget covering all Chapter activities. The Treasurer shall furnish a financial report for the year just completed to the Board of Directors, MPI and the Chapter membership within ninety (90) days following the end of each fiscal period.

Section 4. Audit: The accounts of this Chapter shall be reviewed not less than annually by a Certified or Chartered Public Accountant or a committee of no fewer than two qualified individuals who do not have any financial authority within the chapter and who shall be recommended by the Board within (30) days following the completion of each fiscal period.

ARTICLE XIII. MISCELLANEOUS

Section 1. Operations and use of funds: The Chapter shall be organized and operated exclusively within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, (or the corresponding provision of any future United States Internal Revenue Law or Canadian Law) and no part of the net earnings of the Chapter shall inure to benefit of any Director, Officer, member or other private person, except the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered.

Section 2. Dissolution: Funds are to be used only to accomplish the objectives and purposes specified by the Chapter and no part of such funds shall inure or be distributed to Chapter members. On dissolution of the Chapter, all funds and all records and/or files shall be returned to MPI.

Section 3. Political Activities: The Chapter shall not contribute any of its earnings or property or provide any services for any political candidate, committee, party or organization.

Section 4. Indemnification: The Chapter shall indemnify and hold harmless each person who is now, or shall hereafter serve as Director, Officer, employee, or agent of the Chapter from and against any and all claims and liabilities, whether the same are settles or proceed to judgment, to which such person shall have become subject by reason of his or her having heretofore of hereafter been a Director, Officer, or agent of the Chapter, or by any reason of any action alleged to have been a Director, Officer, employee, or agent of the Chapter.

ARTICLE XIV. AMENDMENTS

Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of
returned mail or e-mail ballots, provided 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 Board upon its own initiative or upon petition of at least ten percent (10%) of the Chapter members addressed to the Chapter Board. All such proposed amendments shall be presented to the membership by the Board of Directors with or without recommendation.

Section 3. The Chapter must accept the MPI Minimum Chapter Bylaws. All additions, deletions and changes must be approved in advance by the Executive Vice President of MPI with the exception of name changes or territorial boundaries which must be approved by the Board of Directors of MPI prior to being submitted to the Chapter membership for approval.

Revised 2/03