Trade Show Exhibitors Association Bylaws
Trade Show Exhibitors Association Bylaws
ARTICLE I: NAME
ARTICLE II: PURPOSE
ARTICLE III: OFFICES
ARTICLE IV: OFFICES
ARTICLE V: DUES AND ASSESSMENTS
ARTICLE VI: MEETINGS OF MEMBERS
ARTICLE VII: BOARD OF DIRECTORS
ARTICLE VIII: OFFICERS
ARTICLE IX: COMMITTEES
ARTICLE X: CHAPTERS
ARTICLE XI: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
ARTICLE XII: BOOKS AND RECORDS
ARTICLE XIII: FISCAL YEAR
ARTICLE XIV: WAIVER OF NOTICE
ARTICLE XV: INDEMNIFICATION
ARTICLE XVI: DISSOLUTION
ARTICLE XVII: AMENDMENTS
The name of the Corporation shall be the Trade Show Exhibitors Association (the "Association").
The purposes of the Association shall be:
A. To promote the progress and development of the exhibit industry;
B. To collect and disseminate statistics and other information pertaining to the exhibit industry;
C. To conduct studies, surveys, and related projects designed to improve the effectiveness of exhibiting and the exhibit industry;
D. To represent the exhibit industry in various matters with government officials;
E. To foster good relations and effective communications with exhibit management and its connected services any individual, organization, or company connected with the production, staging, and development of exhibits;
F. To undertake such other programs and activities as may be necessary to promote the welfare of members who utilize exhibits.
The Association shall have and continuously maintain a registered office and a registered agent in the State of Illinois, and may have such other offices within or without the State of Illinois as the Board of Directors may from time to time determine.
Section 1. Membership. There shall be five classes of membership in the Association as follows:
A. Active Member. Membership may be granted to any entities, including individuals, personally; firms, corporations or partnerships; and autonomous divisions and/or subsidiaries of the same firm, corporation or partnership, that actively and regularly use exhibits as a means to (i) market their own products or services or (ii) market products or services on behalf of others. If applicants or members are using exhibits to market products or services on behalf of others, exhibit management must be their primary function in order for them to qualify as Active Members.
B. Allied Member. Membership may be granted to any entities, including individuals, personally; firms, corporations or partnerships; and autonomous divisions and/or subsidiaries of the same firm, corporation or partnership, that supply services or otherwise derive revenue or other financial benefits from the exhibit industry.
C. Student Member. Membership may be granted to any full-time student at an accredited institution of higher learning who has an interest in the exhibit industry.
D. Academic Institution Member. Membership may be granted to any accredited institution of higher learning which has an interest in the exhibit industry.
E. Life Member. Membership may be granted to any individual who has contributed greatly to fulfilling the goals of the Association; who is nominated by and receives the unanimous approval of the Board of Directors; and who has satisfied the guidelines for Life Membership as determined from time to time by the Board of Directors.
Section 2. Election. Any entity submitting an application for membership including a statement of qualification shall be approved for membership under criteria and procedures that may be established by the Board of Directors.
Section 3. Rights, Duties and Representation
(a) Voting. Active members shall be entitled to vote in all matters coming before the membership. No other class of member is entitled to vote.
(b) Representation. Any firm, corporation or partnership qualifying for Active or Allied Membership shall be allowed to designate that number of individuals who may have rights as members as the Board of Directors, from time to time, may determine; provided, at a minimum, that such firm, corporation or partnership shall designate a person to act as its official representative in the Association. The rights and duties of such designated individual members, including, but not limited to, the right to vote, hold office, and transfer membership, shall be determined by the Board of Directors.
(c) Transferability. The rules and procedures under which memberships may be transferred shall be determined by the Board of Directors.
Section 4. Resignation. Members may resign from the Association at any time by giving written notice to the President of the Association. Resignations shall not take effect until the end of the fiscal year. Any member resigning from the Association shall continue to be responsible for all dues and charges until the end of the fiscal year.
Section 5. Termination of Membership. Membership in the Association may be terminated for cause. Sufficient cause for such termination of membership shall be a violation of the bylaws or any rule or practice of the Association. Expulsion shall be by two-thirds vote of the entire membership of the Board of Directors; provided, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Board of Directors. In addition, the membership of any member who becomes ineligible for membership or who shall be 90 days in default in the payment of any dues or charges shall be terminated automatically. In special circumstances such termination may be delayed by the Executive Committee.
ARTICLE V: DUES AND ASSESSMENTS
The initial and annual dues for all members of the Association, the time for paying such dues, and other assessments, if any, shall be determined from time to time by the Board of Directors
ARTICLE VI: MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members for receiving reports, and for such other business as may properly come before the meeting, shall be held at such day, time, and place as may be determined by the Board of Directors.
Section 2. Special Meetings. Special meetings of the members may be called by the Chairman or by the Board of Directors.
Section 3. Notice. Notice of the day, time, and place of any annual or special meeting shall be delivered not less than five nor more than forty days before the date of the meeting to each member entitled to vote at such meeting.
Section 4. Quorum. At least 20% of the voting members of the Association shall constitute a quorum at any meeting of members.
Section 5. Manner of Acting. The act of a majority of voting members present at a duly called meeting or by mail ballot at which a quorum is present or represented shall be the act of the members, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.
ARTICLE VII: BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the Association shall be managed by the Board of Directors, which shall have supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of these bylaws, shall actively prosecute its purposes and have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations 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.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of fifteen (15) persons as follows:
(a) The Chairman, Chairman-Elect, Immediate Past Chairman and two Vice Chairmen;
(b) Eight (8) Active Members who shall serve staggered three-year terms as Directors-at-Large such that four (4) are elected in the each year, and;
(c) Four (4) Allied Members, one of whom shall be appointed by the Chairman each year for a three-year term and one of whom shall be elected by the Board each year for a three-year term.
Directors-at-Large may serve a second consecutive full term. The President shall be an ex-officio member of the Board without the right to vote.
Section 3. Election. Directors are elected by the Board of Directors at the Board of Directors meeting prior to the Board meeting held in conjunction with the Annual Conference and, at the final day of the Annual Conference in the year of their election, shall immediately enter upon the performance of their duties and shall continue in office for their designated term and until their successors shall be duly elected and qualified, unless they resign, are removed, or otherwise unable to fulfill an unexpired term.
Section 4. Resignation or Removal. Any director may resign at any time by giving written notice to the President. Any director may be removed by a majority vote of the Board of Directors.
Section 5. Vacancies. Any vacancy occurring on the Board of Directors for any reason may be filled by the Board of Directors for the unexpired portion of the term.
Section 6. Regular Meetings. The Board of Directors may provide by resolution the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.
Section 7. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman or five directors. Telephone or other electronic conferences shall be considered special meetings.
Section 8. Notice. Notice of any special meeting of the Board shall state the time, date and place of the meeting and shall be delivered at least ten days prior to the date of such meeting.
Section 9. Quorum. A majority of directors shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of those directors present may adjourn the meeting from time to time without further notice.
Section 10. Manner of Acting. The act of a majority of the directors at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 11. Mail Vote. Any action requiring a vote of the Board of Directors may be taken by mail ballot, including electronic mail.
Section 12. Telephone Conferences. Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in a meeting can hear each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
Section 13. Compensation. Directors, as such, shall not receive any stated compensation for their services as directors, but the Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties.
Section 1. OFFICERS. The officers of the Association shall be a Chairman, Chairman-Elect, two Vice-Chairmen, Immediate Past Chairman, a President and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers as it shall deem desirable, who shall have the authority to perform such duties as may be prescribed from time to time by the Board of Directors.
Section 2. Election and Term of Office. The officers shall be elected annually by and from the Board of Directors. Their terms of office shall be until a successor has been elected and qualified. Officers shall assume office on the final day of the Annual Conference in the year of their election. New offices may be created and filled at any meeting of the Board of Directors.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer who is removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the remainder of the term, provided, however, that any vacancy in the office of Chairman shall be filled by the Chairman-Elect.
Section 5. Chairman. The Chairman shall be the principal elected officer of the Association and shall in general direct all of the business and affairs of the Association. The Chairman shall preside at all meetings of the Board of Directors. The Chairman may appoint, with the consent of the Board, standing committees, ad-hoc committees, and their respective chairmen. The Chairman shall be an ex-officio member of all committees and may sign, with another proper officer of the Association authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of the Association; and in general the Chairman shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Chairman-Elect. In the absence of the Chairman or in the event of his or her inability or refusal to act, the Chairman-Elect shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Chairman-Elect shall perform such other duties as from time to time may be assigned by the Chairman or by the Board of Directors. The Chairman-Elect shall automatically succeed to the position of Chairman, unless the Nominating Committee shall unanimously nominate another candidate.
Section 7. Vice-Chairmen. The Vice-Chairmen shall serve on the Executive Committee and shall perform such other duties as from time to time may be assigned by the Chairman or by the Board of Directors. In the event of the absence of the Chairman and the Chairman-Elect, the Vice-Chairmen in order of their election shall preside at meetings of the members, the Board of Directors, and the Executive Committee.
Section 8. Immediate Past Chairman. The Immediate Past Chairman shall be the person most recently serving as Chairman of the Board who is a member willing and able to fulfill the duties of the Immediate Past Chairman. The Immediate Past Chairman shall serve on the Board and the Executive Committee and shall perform such other duties as may be assigned by the Chairman or the Board of Directors.
Section 9. President. The ministerial, administrative and day-to-day operation of the Association shall be in a salaried staff head or firm employed or appointed by the Executive Committee. The President shall be responsible to the Board of Directors. The President shall have the authority to execute contracts on behalf of the Association and as approved by the Board of Directors. The President shall carry out the duties of the Secretary of the Association and shall perform the duties of a treasurer. As such, the President shall keep an account of all monies received and expended by the Association and shall make disbursements authorized by the Board of Directors. All sums received shall be deposited in such bank, trust company, or other depositories authorized by the Board of Directors. The President shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Association and shall perform such other duties as may be specified by the Board of Directors.
Section 1. Executive Committee. There shall be an Executive Committee which shall consist of the officers and the Immediate Past Chairman. The President shall be an ex-officio member of the Executive Committee without the right to vote. The Executive Committee may exercise the authority of the Board of Directors in the management of the affairs of the Association during the intervals between meetings of the Board of Directors, subject at all times to the bylaws of this Association, and the prior resolutions, regulations and directives issued, adopted or promulgated by the Board of Directors. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. Meetings may be called by the Chairman or by any two Executive Committee members.
Section 2. Nominating Committee. The Nominating Committee shall consist of the Chairman, the Chairman-Elect, and three current directors to be appointed by the Chairman from the remaining members of the Board. The President shall be a non-voting member of the Nominating Committee. The Nominating Committee shall make recommendations to the Board of Directors for the election of officers and directors.
Section 3. Other Committees. Other committees may be designated by a resolution adopted by a majority of the Board of Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committee shall be members of the Association, and the Chairman of the Association shall appoint the members thereof. Any member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Association shall be served by such removal.
Section 4. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 5. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 7. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Section 1. Name. Chapters may be established by charter whenever the Board of Directors may approve such charters, subject to such requirements as to membership, organization, procedures, and financial responsibility that the Board of Directors may, from time to time, prescribe. Chapter members must be members of the Association.
Section 2. Revocation. Charters for the operation of Chapters may be revoked any time and in such manner and after such investigation as the Board of Directors may deem necessary. Upon revocation of a Chapter charter, all funds in the Chapter and all Chapter records shall be returned to the President of the Association.
Section 3. Association Name. No Chapter or entity shall use the name of the Association in any manner whatsoever unless duly authorized to do so by the Board of Directors.
Section 4. Organization. Each Chapter shall have an Operating Council, officers and bylaws in such form as may be approved by the Board of Directors.
Section 5. Meetings. Each Chapter must adhere to all requirements set forth in Chapter Bylaws and the Chapter Manual of Operations
ARTICLE XI: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances. Section
2. Checks, Drafts, Etc. All checks, drafts, and orders for the payment of money shall be signed in the name of the Association and shall be countersigned by such officers or agents as the Board of Directors shall from time to time designate for that purpose.
Section 3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select. Section
4. Bonding. The Board of Directors shall provide for the bonding of such offices and employees of the Association as it may from time to time determine.
ARTICLE XII: BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and address of the members entitled to vote. All books and records of the Association may be inspected by any member, or his or her agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the Association shall be the calendar year.
Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation Act of the State of Illinois or under the provisions of the Articles of Incorporation or the bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
The Association shall indemnify all officers and directors of the Association to the full extent permitted by the General Not For Profit Corporation Act of the State of Illinois, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the Board of Directors of the Association.
Upon the dissolution of the Association, and after payment of all indebtedness of the Association, any remaining funds, investments and other assets of the Association shall be distributed to such organization or organizations which are then qualified as exempt within the meaning of Section 501 (c) (3), or Section 501 (c) (6) (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, as amended, or the corresponding provisions of then existing federal laws, as may be determined by vote of the then members of the Association.
These bylaws may be altered, amended, or repealed by a two-thirds vote of Directors present at any meeting of the Board.
