(Revised July, 2008) 


The name of this organization is the Southwest & Pacific Chapter of the Professional Convention  Management Association (PCMA) and will be referred to as the “Chapter” in these Bylaws.  


Section 1. The principal purpose of this Chapter shall be to promote the goals and purposes of  PCMA, within the territory of the Chapter. 


The mission of PCMA and the chapter is to be the leading source for lifelong learning,  connecting people, and creating partnerships in the meetings industry.  


Section 1. All PCMA members whose business address is in the territory of the Chapter shall  automatically become members of the Chapter unless the member notifies the PCMA  headquarters office in writing of his or her desire to become affiliated with a Chapter other than  the Chapter located in their home territory. PCMA members may be affiliated with more than  one Chapter for an additional fee. 

Section 2. All Chapter members will be classified in accordance with the PCMA member  classifications set forth in PCMA bylaws. A Chapter member is considered to be in good  standing if that member is in good standing with PCMA. 


Section 1. Dues for all categories shall be established by the PCMA Board of Directors in  accordance with PCMA policies. 

Section 2. PCMA Chapter dues will be assessed and collected annually by PCMA and will be  considered delinquent if not paid within sixty (60) days from the due date. Chapter’s portion of  dues payment will be rebated by PCMA in accordance with procedures established by the PCMA  Board of Directors.  

Section 3. There will be no refunds of membership dues to any member whose membership has  been terminated for any reason. 


Section 1. MEETINGS. The Chapter shall hold an Annual Meeting in each calendar year at the  time and place to be fixed by the Chapter Board of Directors. Special Meetings of the Chapter  may be called at any other time by the President, at the request of a majority of the Chapter  Board of Directors, or upon the written petition of 10% of the Chapter members in good  standing. Non-members may not attend the Chapter Board meetings except as an invited guest of  the Chapter Board of Directors. 

Section 2. NOTICE. At least thirty (30) days advance notice, in writing, of the time and place  of each Annual and Special Meeting, shall be given by mail, postage prepaid, email or facsimile  addressed to each member at the address on the records of the Chapter. In the case of special  meetings, the notice shall also state specific purpose(s) for which the meeting is called. 

Section 3. QUORUM. At any annual or special meeting of the members of this Chapter, a  quorum shall consist of 5% percent of Chapter members in good standing. 

Section 4. VOTING. At all meetings of the membership, each Chapter member in good  standing shall have one (1) vote; but may take part and vote in person only. Proxy voting is not  permitted. Unless otherwise specifically provided by these Bylaws, a majority vote of those  members present and voting shall govern. A majority being a number more than half of the total  number, providing that a quorum is present. 

Section 5. VOTING BY MAIL. Any pending matters of business, or any proposals under  consideration, may, by a majority vote of the Board, be submitted to the membership for a mail  vote. To constitute valid action on any mail vote, no fewer than 35% percent of all members in  good standing shall have cast a ballot, and a majority (more than half) of those voting shall  govern. Mail votes may be taken by regular or electronic mail. These procedures are not  applicable for chapters whose state/province of incorporation prohibits such voting procedures.


Section 1. OFFICERS. The officers of this Chapter shall be the President, the President-elect,  the Immediate Past President, the Secretary and the Treasurer. The offices of Secretary and  Treasurer may be combined. All of the officers must be members of PCMA in good standing,  and must have been members in good standing for a minimum of one year before assuming  office. 

Section 2. DIRECTORS. The Board of Directors shall consist of the officers, and six (6)  Directors, all of whom shall be PCMA members in good standing. All Directors must have been  members in good standing for a minimum of one year before becoming directors. 


(a) Officers and Directors shall assume office at the beginning of each calendar year. The term  of office for the officers shall be one year. The Secretary and the Treasurer may be re-elected to  serve a maximum of two (2) consecutive terms. The Immediate Past President shall serve until  his or her successor rotates into office. Each of the six (6) elected directors shall serve staggered  terms of three (3) years or until their successors are duly elected and qualified; they shall not  serve more than two (2) consecutive terms. 

(b) The period of time an officer or director is required to serve, to complete an unexpired term  of another officer or director, shall not be included in the calculation of the term limitations set  forth in these Bylaws. 

(c) Officers and directors shall serve without compensation, although the Board may in its sole  discretion reimburse officers and directors for reasonable expenses incurred in the performance  of their duties associated with their office. Such reimbursements to be made only upon  submission of proper documentation, including receipts for such expenses. 

Section 4. VACANCY. In the event of a vacancy in the office of the President by death,  resignation or removal, the President-elect shall automatically succeed to the Presidency.  Vacancies in any other elective office may be filled, for the balance of the term thereof, by the  Board at any regular or special Board meeting. An officer selected to fill a vacancy shall serve  until the expiration of the term in which the vacancy occurred, or until the next annual election of  officers, whichever occurs first.  

Section 5. REMOVAL.  

Directors and Officers may be removed in accordance with applicable state or provincial law.


Section 1. THE PRESIDENT shall be the chief elected officer and official spokesperson for the  Chapter, and shall preside at all meetings of the Board and membership. He/she must be a  Professional or Supplier Partner member of PCMA in good standing. The President shall make  all committee appointments, as provided in these Bylaws, and shall be an ex-officio member,  with the right to vote, on all committees except the Nominating Committee, unless otherwise  specified. The President may make and sign contracts and agreements, in the name of the  Chapter, with approval of the Chapter Board and in accordance with guidelines promulgated by  the PCMA Board of Directors. 

Section 2. THE PRESIDENT-ELECT shall be a member of the Board, and shall have such  other powers, and perform such other duties, as the President and/or the Board may prescribe. In  the absence of the President, the President-elect shall be the presiding officer. He/she must be a  Professional or Supplier Partner member of PCMA in good standing. Prior to assuming the  office of President, the President-elect may appoint standing and special committees to serve  during his/her term. 

Section 3. THE SECRETARY shall be a member of the Board and shall be responsible for  providing notice of meetings and the preparation and maintenance of meeting minutes of all  Chapter and Board meetings. The Secretary shall be the custodian of, or designate a custodian  of, the legal papers and documents, business records and the corporate seal of the Chapter; and  have the authority to designate as true and correct copies of the Bylaws, resolutions and minutes  of the Board of Directors and other committees, and other documents of the Chapter. He/she  must be a Professional or Supplier Partner member of PCMA in good standing. He/she shall  have such other powers, and perform such other duties, as the President and/or the Board may  prescribe. 

Section 4. THE TREASURER shall be a member of the Board and shall be responsible for the  funds and securities of the Chapter. All financial decisions, including deposits or investments  shall be in accordance with the instructions and directions of the Board. He/she must be a  Professional or Supplier Partner member of PCMA in good standing. The Treasurer shall oversee  the collection of all Chapter membership dues and assessments from PCMA, establish proper  accounting procedures and maintain books and records of account covering all financial  transactions of the Chapter, and shall render to the Board, all federal, regional, or local taxing or  revenue regulatory authorities, and PCMA, such financial statements and/or filings as may be  from time to time requested. The Treasurer shall report periodically to the Board about the  financial condition of the Chapter, and shall make a detailed financial report to the membership  at its Annual Meeting. If directed by the Board, the Treasurer shall annually submit all accounts  and financial transactions for audit to a firm of licensed Certified Public Accountants (US)/Chartered Accountants (Canada) selected by the Board. The Treasurer shall have such additional powers and duties as may be prescribed by the President and/or the Board of  Directors. 

Section 5. CHAPTER ADMINISTRATOR. Some or all of the duties listed above may be  delegated by the Board of Directors to the Chapter administrator. The Chapter administrator  may not hold office or vote. 


Section 1. AUTHORITY. The Board of Directors shall be the principal governing body of the  Chapter and, as such, shall exercise full supervision and control over all its business affairs.  Without in any way limiting such powers of supervision and control, they shall include the  following: to create committees and specify their duties and responsibilities; to review and  approve all financial matters including budgetary forecasts, reports and income and expense  statements; to approve all standing and ad hoc committee appointments; to approve all standing  and ad hoc committee reports; and generally to transact any and all business of the Chapter not  otherwise provided for herein. 

Section 2. RULES AND REGULATIONS. The Board may in its discretion adopt rules and  regulations for the conduct of its business affairs which it determines, will enhance and expedite  the performance of its duties. 

Section 3. DELEGATION OF POWERS. The Board, whenever it deems necessary, may  delegate to the Executive and Finance Committees certain of its authorized powers and  responsibilities. 

Section 4. MEETINGS. The Board of Directors shall meet at least twice per year at a time and  place determined by the Board. Special Meetings of the Board may be called initially by the President or upon written petition signed by three (3) directors. They shall be held at such places  and on such dates as may be designated in the notices of such meetings. Notice in writing and  transmitted by email or regular mail shall be given to each director, no fewer than seven (7) days  prior to any meeting and shall state the purpose(s) for which the meeting is called. 

Section 5. QUORUM. Six (6) members of the Board of Directors shall constitute a quorum at  any meeting of the Board. Business transacted shall require a majority vote (more than half) of  the directors present and voting, unless a different vote is required by these Bylaws.  

Section 6. VOTING BY MAIL OR FACSIMILE. Valid action may be taken by the Board by  postal mail, email, or facsimile ballot of its members, in accordance with applicable state or  provincial law and any action taken is reported at the next board meeting and documented in the  minutes thereof.


Section 1. COMPOSITION. The Executive Committee shall be composed of the Officers. 

Section 2. POWERS AND DUTIES. Pursuant to authority delegated to it by the Board, the  Executive Committee, during the interval between Board meetings, may act for the Board on all  matters of business unless otherwise restricted by these Bylaws. It shall assist the President in  the performance of the duties of that office, and shall perform such other assignments as it is  directed to do by the Board. 

Section 3. MEETINGS. The Executive Committee shall meet at the call of the President, or  upon the request of three (3) Committee Members, with seventy-two (72) hours notice given by  mail, email, facsimile or telephone to all members. 

Section 4. QUORUM. Three (3) members of the Executive Committee shall constitute a  quorum. 

Section 5. MANNER OF ACTION. The President shall preside at all meetings of the Executive  Committee, and may designate a secretary pro-tem to keep the minutes of the proceedings and  the business transacted. Actions of the Committee shall be reported to the Board for ratification  at its next meeting. 


Section 1. The Standing Committees of the Chapter shall be Finance and Audit, Membership,  Nominating, and Program.  

Section 2. FINANCE and AUDIT COMMITTEE. The Finance and Audit Committee shall  consist of the Executive Committee. The Treasurer shall be the Chair of the Committee. It shall  be the duty and responsibility of this Committee to suggest ways and means of adding to the total  income and revenues of the Chapter. It shall advise the Board on the preparation of the annual  budget, and make recommendations to the Board regarding the direction, supervision,  conservation and investment of Chapter funds. The committee will supervise any audits of the  organization. The Committee may perform such other powers and duties connected with  finances of the Chapter as the Board may from time to time delegate to it. 

Section 3. MEMBERSHIP COMMITTEE. This committee shall promote Chapter and PCMA  membership, and assist with member recruitment and retention.  

Section 4. NOMINATING COMMITTEE. The Nominating Committee shall be composed of  three (3) persons; one (1) Professional Member and one (1) Supplier Partner Member to be selected by the Board of Directors, and the committee chair, to be appointed by the current  Chapter President.”  

Section 5. PROGRAM COMMITTEE. This committee shall be responsible for the  educational content of all regular meetings.  

Section 6. SPECIAL COMMITTEES. The President may appoint additional committees to  promote the objectives, purposes and activities of the Chapter. Their composition and duties  shall be prescribed by the Board. 


Section 1. CANDIDATES. To be a qualified candidate, all nominees selected by the  Nominating Committee, or nominated by petition, must be members of PCMA in good standing for at least one year at the time of nomination as noted in Article VII. No member may hold  more than one (1) elective office simultaneously, unless the offices of Secretary and Treasurer  have been combined. 

Section 2. NOMINATION BY COMMITTEE. By November 1 each year, the Nominating  Committee shall meet and select one (1) candidate for each elective office and directorship (2  each year) to be filled. The Chair of the committee shall provide notice to the membership of the  slate of candidates selected by the Nominating Committee. In the event that no petition  nominations are received, the slate proposed by the Nominating Committee shall be deemed  elected on the 31st day following notification to the membership of the slate.  

Section 3. NOMINATION BY PETITION. Additional nominations for any officer or  directorship may be made by written petition signed by five percent (5%) of the membership in  good standing, within 30 days following notification to the membership. In the event that  qualified candidates are nominated by petition for any office, an election shall be conducted by a  confidential mail ballot of the membership. The Secretary shall supervise the counting of the  ballots and the candidate receiving the highest number of votes for the office shall be declared  elected.  


Section 1. FISCAL YEAR. The fiscal year of the Chapter shall be the calendar year.

Section 2. BUDGET. Upon recommendation of the Finance Committee, the Board of Directors  shall adopt an annual operating budget covering all activities of the Chapter, and this budget  shall be approved prior to the beginning of the fiscal year. 


Section 1. These Bylaws may be amended, revised or repealed by a two-thirds (2/3) vote of the  membership present and voting at any duly convened Annual or Special Meeting of the Chapter,  provided that written or printed notice of the proposed wording of such amendments and/or  revisions has been mailed or provided in electronic format to the membership at least thirty (30)  days before the meeting at which action is to be taken; or by two-thirds (2/3) vote of the  membership voting by a thirty (30) day mail or email ballot. 

Section 2. Amendments may be proposed by the Board on its own initiative, or upon the petition  of five percent (5%) of the members in good standing, addressed to the Board. All such proposed  amendments shall be presented by the Board to the membership, with or without  recommendations, as the Board may determine. All proposed amendments must be submitted to  PCMA headquarters for approval before being presented to the membership for a vote.  


The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern  the Chapter in all cases to which they are applicable and in which they are not inconsistent with  these bylaws and any special rules of order that Chapter may adopt. 


Nothing herein shall constitute members of the Chapter to be partners for any purpose. No  member, officer, agent or employee of this organization shall be liable for the acts or failure to  act on the part of any other member, officer, agent or employee of either Chapter or PCMA, nor  shall any of the members, officers, agents, or employees be liable for their acts or failure to act  under these Bylaws, excepting acts, or omissions to act, arising out of willful misfeasance. 


Any current or former Officer or Director of the Chapter shall be indemnified by the Chapter for  expenses and costs, including reasonable attorney’s fees actually and necessarily incurred in  connection with any claim asserted against him or her by action in court or otherwise, by reason  of his or her being or having been such an Officer or Director to the fullest extent permitted by  law, provided he or she is determined by the Board not to have been negligent or guilty of gross  misconduct in the performance of his or her duties. 


Duly chartered Chapters must adhere to the PCMA Bylaws, Code of Ethics, Conflict of Interest, and directives of the PCMA Board of Directors or risk the loss of its charter. PCMA Bylaws  supersede PCMA Chapter Bylaws and the use of the PCMA name, seal and logo by the Chapter  must comply with PCMA guidelines.