LGBT Meeting Professionals Association

LGBT Meeting Professionals Association Bylaws

ARTICLE I. NAME

This organization shall be known as the LGBT Meeting Professionals Association (LGBT MPA), hereinafter referred to as the Association.

ARTICLE II. PURPOSE

The purpose of the Association is to create a global events community where all are equal, included, and welcome, by connecting, advancing, and empowering LGBT+ meeting professionals through education, research, and idea exchange.

ARTICLE III. MEMBERSHIP

Section 3.1. Membership Categories. The Membership shall consist of:

Planner Membership. Planner Membership shall be open to individuals who plan or have overall responsibility and accountability for the development, organization, and management of meetings, conventions, sporting events, exhibits special events, tradeshows, and virtual conferences. Planner Members shall be eligible to vote based on Association policy and hold office.
Supplier Membership. Supplier Membership shall be open to individuals or organizations who are engaged in providing products and services to support meetings, conventions, sporting events, special events, tradeshows, and virtual events. Supplier Members shall be eligible to vote based on Association policy and hold office.
Educator Membership. Educator Membership shall be available to individuals who are teaching higher education classes full-time in the following areas: meetings, conventions, sporting events, special events, tradeshows, and virtual events. Educator Members shall be eligible to vote based on Association policy and hold office.
Student Membership. Student Membership shall be available to individuals who are attending higher education classes full-time in the following areas: meetings, conventions, sporting events, special events, tradeshows, and virtual events. Student Members shall not have voting rights.

Section 3.2. Resignation. Any member may resign by submitting a written notice of resignation to the Association Executive Director. Resignation does not relieve a member from any financial obligations to the Association incurred through the effective date of resignation, including but not limited to dues, assessments, fees, and subscriptions, nor does resignation entitle the member to a rebate or refund of dues and similar amounts paid to the Association, as all dues and similar amounts are, unless specifically provided to the contrary by the Board, non-refundable.

Section 3.3. Termination.

3.3.1 Nonpayment of Dues. Membership may be terminated or suspended for nonpayment of dues, provided that dues are delinquent for at least sixty (60) days and written notice of the proposed action has been sent to the delinquent member using the contact information in the Association records.
3.3.2 Revocation. Membership may be revoked by a two-thirds vote of the Board of Directors for cause as determined by the Board of Directors based on Association Policy. Membership that is revoked for cause shall not be eligible for reinstatement.

Section 3.4. Reinstatement. Former Members, whose membership has been terminated on account of non-payment of dues, shall be automatically reinstated upon remittance of the appropriate dues and outstanding assessments or other charges accrued and unpaid to the Association.

Section 3.5. Transfer of Membership. Membership in this Association is not transferable or assignable.

Section 3.6. Voting Rights. Voting rights of membership shall be established through Association Policy.

ARTICLE IV. MEETINGS

Section 4.1. Annual Meeting. The Association shall hold at least one business meeting each year.

Section 4.2. Special Meetings. Special meetings of the members may be called by the Board of Directors.

Section 4.3. Notice. Written or electronic notice of each meeting will be given not less than ten (10) days before the meeting.

Section 4.4. Quorum. At any duly noticed membership meeting, five percent (5%) of the voting members shall constitute a quorum. Unless otherwise provided in these Bylaws, the vote of a majority of the voting members present at a meeting at which a quorum is present shall be the act of the membership.

Section 4.5 No Vote by Proxy. Members shall not be permitted to vote by proxy.

Section 4.6. Action Without a Meeting: Any action that may be taken at a meeting of the Members may be taken without a meeting if approved by a ballot vote conducted in the following manner: A written ballot may be delivered and a vote may be cast on that ballot by electronic transmission so long as it contains or is accompanied by information indicating that the Member authorized the electronic transmission of the ballot.

Article V. DUES

All Members shall pay annual dues as established by the Board of Directors. Annual dues shall be defined in Association policy.

ARTICLE VI. BOARD OF DIRECTORS

Section 6.1. Powers and Duties of the Board of Directors. The business and affairs of the Association, including but not limited to approval of Association Policies and creation of committee charges, shall be managed by or under the direction of the Board of Directors.

Section 6.2. Composition. The number of voting Directors shall be no fewer than nine (9) and no more than thirteen (13), as determined from time to time by the Board of Directors, including the Chair, Chair-Elect, Secretary/Treasurer, and Past Chair. At all times the Board of Directors, including officers, shall consist of a majority of Planner members according to the director’s position at the time of election.

Section 6.3. Eligibility. Any active member of the Association shall be eligible to serve on the Board of Directors if they have been active members in good standing, according to Association Policy, for a minimum of one (1) year immediately preceding their election or appointment and remain in good standing on the date of election and through their term(s) on the Board of Directors.

Section 6.4. Term of Office. New members of the Board of Directors shall assume office on January 1. Board members serve staggered two-year terms that follow the calendar year. No at-large director shall serve more than two (2) full consecutive terms on the Board of Directors. Eligibility for re-nomination of at-large directors shall commence one year following the conclusion of their current term, during which they must remain off the board.

Section 6.5. Board of Director Meetings. Meetings of the Board may be called by the Chair or by a majority of the Board of Directors according to Association Policy.

Section 6.6. Quorum. A majority of the Directors with voting privileges shall constitute a quorum for the transaction of business.

Section 6.7. Actions of the Board of Directors. The vote of a majority of the voting members of the Board of Directors present at the time of the vote, if a quorum is present, shall be the act of the Board of Directors. Each Director shall have one vote.

Section 6.8. Vacancies. The Board Chair shall appoint, subject to the approval of the Board, any vacancies on the Board of Directors that may occur mid-term. Any Director appointed by the Chair to fill a vacancy on the Board of Directors shall hold office for the unexpired term of their predecessor.

Section 6.9. Compensation. The Board of Directors shall serve without compensation for their services. The Board may, from time to time, specify reimbursement of expenses for Directors.

Section 6.10. Removal. Any director may be removed from office pursuant to the provisions of the revised Pennsylvania Nonprofit Corporation Act.

Article VII. OFFICERS

Section 7.1. Composition and Eligibility. The Officers of the Association are Board Chair, Chair-Elect, Secretary/Treasurer, and Immediate Past Chair. No more than two (2) Supplier Members may serve as officers at any given time. Officer candidates must be current at-large directors and have served at least one two-year term as an at-large director.

Section 7.2. Election and Term of Office. The Chair, Chair-Elect, and Secretary/Treasurer are elected by the Board of Directors. The Chair and Chair-Elect serve one-year terms. The Secretary/Treasurer serves a one-year term and shall serve no more than two (2) full consecutive one-year terms. The Chair-Elect shall automatically succeed to the office of Chair and then to the office of Past Chair.

Section 7.3. Removal. Any officer can be removed from office with or without cause. Removal from office requires a majority vote of the Board of Directors.

Section 7.4. Resignation. An Officer may resign at any time. Such resignation shall be made in writing or by e-mail and shall take effect upon receipt of the resignation by the Board Chair.

Section 7.5. Vacancies. If a vacancy occurs among the offices of Chair, Chair-Elect, or Secretary/Treasurer for any reason, the Board of Directors shall vote on a replacement to fill such position for the unexpired portion of the term. If a vacancy occurs in the office of past chair, the position shall remain vacant until the end of the term.

Section 7.6. Powers and Duties. The Officers of the Association shall each have such powers and are expected to perform such duties as generally pertain to their respective offices, subject to the control and direction of the Board of Directors. The duties of each Officer shall include, but not be limited to, the following:

Chair: Preside over meetings of the members and of the Board of Directors, establish ad hoc committees and Chairpersons and Co-Chairpersons of the various committees, except the Nominating Committee.
Chair-Elect: Assume all duties and authorities of the Board Chair in their absence and shall have such powers and duties as may be prescribed by the Board of Directors. The Chair-Elect shall assume the office of the Chair in the event of their death, resignation, or removal.
Secretary/Treasurer: Serve as the custodian of records and responsible for the Association’s funds; shall keep or cause to be kept at the Association Executive Office a record of all Association proceedings and financials according to Association Policy; and shall see that notices are duly given in accordance with the applicable law, the Articles of Incorporation, and these Bylaws.
Past Chair: Serve in an advisory capacity to the Board of Directors and as chair of the Nominating Committee.

ARTICLE VIII. NOMINATIONS, ELECTIONS, & VOTING

Section 8.1 Committee Composition. The Nominating Committee shall consist of five members; the Past-Chair of the Board of Directors as chair of the committee, two members of the board of directors who are not involved in the same cycle of elections, two members selected by the current Nominating Committee with an eye for the diverse representation of the Association membership.

Section 8.2. Nominations. The Nominating Committee shall choose the most qualified candidates, as defined by Association Policy, from active members in good standing, for each open position.

Section 8.3. Elections/Voting. At-Large Directors shall be elected by the Association membership, from a board approved ballot put forth by the Nominating Committee, as defined and in accordance with board approved Association Policy. Elections are held annually and are the responsibility of the Nominating Committee. Elections will be held every year by ballot and electronic means may be utilized for distribution and receipt of ballots.

ARTICLE IX. COMMITTEES

Section 9.1. Standing Committees. Standing Committees are those committees assigned to perform the ongoing operations of the Association. The Board of Directors shall create and dissolve Standing and Operating Committees, designate and change their charges and determine their size, composition, and terms. The Board of Directors shall monitor the activities of these committees.

Section 9.2. Ad Hoc and Special Committees. Ad hoc committees and special committees carry out specific tasks of the Association and cease to exist upon the completion of the specified task. Any Ad hoc committee or special committee may be established by the Board of Directors. Ad hoc and special committees shall report to the Board of Directors at regular intervals.

Section 9.3. Compensation. Committee Chairs and Committee Members shall serve without compensation for their services. The Board may, from time to time, specify reimbursement of expenses for committee members through Association Policy.

Section 9.4. Finance and Audit Committee. The Finance Committee shall consist of five members, with the chair being the Secretary/Treasurer of the Association. The Finance Committee Chair will appoint the members of the Committee in consultation with the Chair of the Board of Directors.

ARTICLE X. MANAGEMENT AND ADMINISTRATION

The Board of Directors may contract with an individual or an association management services organization, to serve as the chief staff executive of the Association. The chief staff executive shall be responsible for implementing policies established by the Board of Directors and will have the authority and responsibility to act on the Association’s behalf as determined by the Board of Directors.

ARTICLE XI. INDEMNIFICATION

The Association shall indemnify all officers and directors of the Association to the full extent permitted by law and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors.

ARTICLE XII. AMENDMENTS

The Bylaws may be revised by a majority of the board of directors. Upon written request of at least fifteen percent (15%) of the voting Members, the Board of Directors shall submit an approved Bylaws amendment to a vote of the Members. Ratification requires a simple majority vote of the voting Members.

ARTICLE XII. DISOLUTION

Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(3) (but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of the Association) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law), as the Board of Directors shall determine.

Revised 02/10/2020

Revised 08/26/2021

Revised 03/30/2024