June 8, 2017

BYLAWS

MEA Bylaws

(Effective 04/01/95)

Mission

The mission of the Marketing Education Association is to foster the development and expansion of education for and about marketing as a discrete, clearly defined profession. The mission is carried out through policies and programs established to support those professionals responsible for marketing education and training.

The Purposes of the Marketing Education Association are to:

  • foster the growth and development of Marketing Education.
  • encourage and support the professional development of marketing educators.
  • encourage understanding of and support for Marketing Education.
  • maintain an efficient and effective Marketing Education Association

Article I – Meetings

Section 1. ANNUAL MEETINGS. The Annual Meeting of the Members will be held at at time and place to be determined by the Board of Directors. Written notice of the meeting will be mailed at least 30 (thirty) days prior to said meeting along with a tentative agenda.

Section 2. SPECIAL MEETINGS. Special meetings of the Members other than those regulated by stature, may be called at any time by a majority of the Directors. Notice of such meeting stating the purpose for which it is called shall be served personally or by mail, not less than 30 days before the date set for such meeting. If mailed, it shall be directed to a member at the address as it appears on membership records.

Section 3. VOTING. At all meetings of the Members, each Professional Member, as defined, shall be entitled to one vote. In the event a member is unable to attend an Annual or Special Meeting, said member may submit a written proxy executed by the member of his duly authorized attorney-in-fact on agenda items requiring approval of the voting members. Questions concerning the validity of a proxy shall be decided with finality and without appeal by the Executive Committee.

Article II – Directors

Section 1. NUMBER. The affairs and business of this Corporation shall be managed by a Board of Directors. There shall be seven elected board members.

Section 2. SPECIAL MEETINGS. Special meetings of the Members other than those regulated by stature, may be called at any time by a majority of the Directors. Notice of such meeting stating the purpose for which it is called shall be served personally or by mail, not less than 30 days before the date set for such meeting. If mailed, it shall be directed to a member at the address as it appears on membership records.

Section 3. VOTING. At all meetings of the Members, each Professional Member, as defined, shall be entitled to one vote. In the event a member is unable to attend an Annual or Special Meeting, said member may submit a written proxy executed by the member of his duly authorized attorney-in-fact on agenda items requiring approval of the voting members. Questions concerning the validity of a proxy shall be decided with finality and without appeal by the Executive Committee.

Section 4. DUTIES. The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such Directors shall in all cases act as a Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws and the laws of the District of Columbia.

Section 5. DIRECTORS’ MEMBERS. Regular meetings of the Board of Directors shall be held during the weeks of the Annual Meeting of the Corporation at a time specified by the President. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or the Secretary upon the written request of a majority of the Directors not less than fifteen (15) days before the date set for such meeting.

Section 6. NOTICE OF MEETINGS. Notice of meetings shall be given by service upon each Director in person, or by mailing to their last known post office address.

Section 7. VACANCIES. Vacancies in the Board occurring between annual meetings shall be filled for the unexpired portion by the President with the approval of a majority of the remaining Directors. Vacancies of an officer position shall be filled by a majority vote of the Board of Directors to fill the vacant position until the next Board of Directors election.

Section 8. QUORUM. A majority of the voting members of the Board shall constitute a quorum for the transaction of business; but in the event of a quorum not being present, a less number may adjourn the meeting to some future time.

Section 9. VOTING. Voting on corporate matters will be exercised by each voting member of the Board of Directors, each exercised by each voting member of the Board of Directors, each such member having one vote. Balloting by mail may be carried out at the discretion of, and by, the President as the need may arise for expediency in conducting corporate business.

Section 10. SERVICE ON ROTATING BASIS. Members of the Board of Directors shall serve on a rotating basis in accordance with policies established by the Board of Directors.

Article III – Officers

Section 1. NUMBER. The officers of this Corporation shall be: President, Secretary, Treasurer, Employed Executive.

Section 2. ELECTION. All officers, other than the President and Employed Executive of the Corporation, shall be elected by a majority vote by and from the Board of Directors at the first board meeting following the annual election of new Board members. All officers other than the President are elected for a one-year term. The President shall be elected by a plurality vote of the professional members for a two-year term of office. The President may only serve two consecutive two-year terms of office. To be eligible as a candidate for President, the person must have had a sustained membership in the organization for the past three years. The Employed Executive shall be employed by the Board of Directors.

Section 3. DUTIES OF OFFICERS. The duties and powers of the officers of this Corporation shall be as follows.

PRESIDENT

The President shall preside at all meetings of the Board of Directors and the membership and shall serve as Chair of the Board of Directors and Chief Executive Officer.

The President shall present at each annual meeting and Directors’ meeting, a report of the condition of the Corporation.

The President shall cause to be called regular and special meetings of the Corporation and Directors in accordance with these Bylaws.

The President shall have general supervision over the affairs of this Corporation and over the Employed Executive.

The President shall appoint all committee chairs as the President may deem necessary. The President shall be an ex-officio member of all committees except the Nominating Committee.

The President shall enforce these Bylaws and perform all the duties incident to the position and office, and which are required by law.

SECRETARY

The Secretary shall issue notices of all meetings of the Corporation and the Board of Directors, keep accurate records of such meetings, provide for copies of such records to all corporate members, maintain the corporate seal, serve in the absence of the President, present to the Board of Directors at their stated meetings all communications addressed to the Secretary officially by the President or any officer or member of the Corporation, and perform such other duties as the President may direct.

TREASURER

The Treasurer of the Corporation shall serve as financial advisor, oversee the Employed Executive in receiving, depositing, investing and disbursing funds in accordance with the approved budget, serve in the absence of the Secretary, chair the Finance Committee and be bonded with the amount to be fixed by the Board. The Treasurer shall insure the conducting of an annual audit by an independent accountant and the disbursing of the audit to all corporate members.

EMPLOYED EXECUTIVE

The Employed Executive of the Corporation is directly responsible to the President. This officer shall serve as the Chief Administrative Officer of the Corporation at all times and shall be responsible for the employment and supervision of all employees of the Corporation. The Employed Executive shall secure financial support for the Corporation in receiving, depositing, investing, and disbursing funds; assist the Secretary of the Corporation; be bonded with the amount to be fixed by the Board; serve as an ex-officio, non-voting member of the Board of Directors; sign and make all contracts and agreements in the name of the Corporation; be responsible for the editing and publishing of the Corporation’s publications; and perform such other duties as the President may direct.

ArticleIV – Bills, Notes, Etc.

Section 1. HOW MAKE. All bills, notes, checks, drafts, warrants, or other negotiable instruments of this Corporation shall be made in the name of the Corporation and may be signed by the President, Secretary, Treasurer or other officer, staff person, or duly authorized agent approved by the Board. Two signatures will be required on all checks. No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bills payable, note, check, draft, or warrant or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt or liability in the name or in behalf of the Corporation, except as herein expressly prescribed and provided. (Board Motion 11/90/02)

Article V – Membership

Section 1. CLASSIFICATIONS OF MEMBERSHIP. Classification of membership in MEA shall be available in the following categories:

Professional membership will be available to instructors, supervisors or administrators, teacher educators, training directors, business persons, et al., who have as their responsibility the development, operation, instruction, or administration of classes or programs in marketing education within the public or private sector. Professional membership will carry full privileges and provide opportunity to participate in all activities and services of the MEA.

Executive membership will be available to those persons eligible for professional membership who, in addition to enjoying privileges of professional membership, wish to receive additional benefits such as research reports, special information on issues related to national policy and activities, special reports that may not be of general interest to all members, special listing in the membership roster, and so forth.

Institutional membership will be available to businesses, associations, universities, education agencies, trade unions, and other organizations supporting the mission and objectives of this association. An organization or agency joining as an institutional member may designate one representative for executive membership in the association with all privileges of that membership classification.

Student membership will be available to individuals who are enrolled in a college or university primarily for the purpose of preparing for a professional position in marketing education. Student members shall not have the privilege of voting on association matters.

Loyalty membership will be available to former marketing educators not currently active in the discipline – retirees, administrators, former teachers who have joined industry, etc. Said members shall receive reduced services to be determined by Board and staff, and shall be non-voting. (Board Motion 11/90/05)

Section 2. DUES. The dues for each classification of membership per year shall be determined by the Board of Directors.

Section 3. AREAS OF MEMBERSHIP. In order to maximize networking with fellow Marketing Educators and to provide services and programs in specific areas of interest, all memberships will be in an individual Professional Interest Category. The term of memberships shall be for one year, commencing on the date the membership form is processed at the MEA headquarters.

Section 4. APPLICATIONS FOR MEMBERSHIP. Any person or group may apply for membership in the Assocation by submitting to the President such information as is deemed necessary by the Board of Directors to show that the applicant would support the purposes of the Association. Upon majority vote of the Board of Directors, an applicant shall be granted membership in the Association.

Article VI – Committees

Section 1. STANDING. The work of the Corporation shall be conducted through the standing and special committees to be constituted and appointed by the President with the consent of the Board of Directors.

Section 2. EXECUTIVE COMMITTEE. The Executive Committee of the Corporation shall consist of the President, Secretary, Treasurer, Employed Executive and such additional members of the Board as shall be determined by the Board of Directors. The Executive Committee will act for the Board of Directors but within limits of such written policies and resolutions as may be established by the Board of Directors. The Employed Executive shall serve as a non-voting member of the Committee.

Section 3. NOMINATING COMMITTEE. The President, with the consent and approval of the Board of Directors, will each year appoint a Nominating Committee composed of five Professional or Executive members, none of whom are serving on the Board. The most immediate Past President shall serve as Chairman of the Committee. If he/she is unavailable, the current President will appoint a Chairman.

The President shall notify, by November 1 of each year, all members of the Corporation of this Nominating Committee, requesting that any suggestions for nomination be sent to the Nominating Committee. Not later than January 1, the Chair of this Committee shall communicate with the other members of the Committee to select at least two candidates for each vacancy on the Board of Directors in accordance with Article II. These nominations will then be certified through the President who shall transmit a list of the nominees to the members along with a mail ballot. Professional or Executive members not endorsed by the committee may stand for elections (and appear on the mail ballot) by submitting a written request to the President, along with not less than 50 supporting signatures of Professional or Executive members, not later than January 1 prior to that year’s election. (Board Motion 11/90/02)

Section 4. SPECIAL COMMITTEES. Additional committees and/or consultants may be appointed by the President with the consent of the Board of Directors as is deemed necessary.

Article VII – Nominations for Office

Section 1. NOMINEES. All nominees for elected office will be chosen from the professional members of the Association by the Nominating Committee.

Article VIII – Amendments

Section 1. AMENDMENT AND REFERENDUM. Amendment, repeal or alteration of the Bylaws, in whole or in part, may be permitted from time to time by either of the following methods listed below.

Section 2. MAIL BALLOT. The amendment, repeal or alternation of the Bylaws may be decided by a mail referendum to the voting members of the Corporation for decision. Such a referendum may be initiated by the Board. Two-thirds vote of the members voting in the mail referendum will be necessary for adoption.

Section 3. REGULAR MEETING. The amendment, repeal or alternation of the Bylaws may be decided at any duly called regular meeting of the members. Two-thirds vote of the voting members in attendance in person or by proxy will be necessary for adoption.

Section 4. PROCEDURES AND NOTICE. Any proposed amendment, repeal, or alternation of the Charter or Bylaws must be filed with the Employed Executive at least sixty (60) days in advance of the meeting date or ballot counting date, and a notice of the proposal, with a copy thereof, will have been mailed to all voting members not less than thirty (30) days in advance of such meeting which is to consider the change or the date set for the ballot count.

Article IX – Fiscal Year

Section 1. The fiscal year shall begin on the day of July 1.

 

Marketing Education Foundation Bylaws

The purposes of the MEA Foundation are both educational and charitable. The Foundation operates for the benefit of, to perform certain functions of, and to carry out certain purposes of the Marketing Education Association as set forth in the second of the Foundation’s Articles of Incorporation.

Article I – Purposes

The purposes of this foundation are both educational and charitable. They are for the benefit of, to perform certain function of, and to carry out certain purposes of the Marketing Education Association as set forth in the second of the Foundations’s Articles of Incorporation.

Article II – Offices

The principal office of the Foundation shall be located in Reston, Virginia. The Foundation may have such other offices and may carry on its purposes at such other places either within or without the State of Virginia as the Board of Trustees may determine or as the operations of the Foundation may require.

The Foundation shall have and continuously maintain in the State of Virginia a registered office and registered agent. The registered office may be, but need not be, located in the principal office of the Foundation and registered office may from time to time be changed by the Board of Trustees.

Article III – Board of Trustees

Powers – All powers of the Foundation shall be exercised by the Board of Trustees. The Trustees shall be appointed by an affirmative majority vote of the Board of Directors of the Marketing Education Association, Inc. (“MEA”). Initial Trustees may be appointed by mail ballot and shall serve until the next annual meeting of the Board of Directors of MEA at which time their terms shall expire and the Directors of MEA shall appoint a new Board of Trustees who shall serve 3-year terms, unless otherwise specified.

Membership – The Board of Trustees shall consist of nine (9) members. Seven members are appointed by the national MEA Executive Board and serve staggered three (3) year terms with one-third (1/3 rd ) of the Board to be replaced annually. The other two members are the President of the Marketing Education Association and the Executive Director of the Marketing Education Association. The Executive Director of MEA serves as an ex-officio non-voting member.

Vacancies – Vacancies on the Board of Trustees will be filled for the remainder of the term by an individual appointed by the Board of Directors of MEA, at the earliest possible date.

Compensation – No member of the Board of Trustees will receive any salary or compensation for service as a Trustee. Trustees may, however, be reimbursed for reasonable and necessary expenses incurred in the performance of their duties in accordance with policies as may be established by the Board of Trustees.

Resignation and Removal – Any Trustee may resign at any time by giving written notice to the Board of Trustees or to the President of the Foundation. Such resignation shall take effect at the date of receipt of such notice or at any later date specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Trustee may be removed at any time, with or without cause, by a two-thirds majority vote of the Board of Trustees.

Informal Action by Trustees – Any action required by law to be taken at a meeting of Trustees, or any action which may be taken at a meeting of the Trustees, may be taken without a meeting if a consent in writing, setting forth the action taken, be signed by all the Trustees.

Executive Committee– The Executive Committee of the Board of Trustees shall include the following elected officers: President, Secretary, and Treasurer. The Vice President shall be the President of MEA and shall be a full- voting member of the Executive Committee. The MEA Executive Director shall be an ex officio, non-voting member and shall serve as Executive Vice President.

Officers shall be elected by the Board of Trustees to the following terms of office commencing July 1:
President- Two (2) Year Term
Treasurer- Two (2) Year Term
Secretary- One (1) Year Term

Such Committee shall meet at least twice annually , either independently or concurrently with the Trustees as part of regular scheduled Board meeting, and shall have such powers and duties as may be delegated to it by the Board. Each member shall serve for a period determined by the Board. The Executive Committee may be authorized and directed to exercise all of the powers and to perform all of the duties of the Board of Trustees in the interim between meetings of the Board of Trustees provided that it shall take no action inconsistent with specific direction of the Board. The Committee shall keep regular minutes of its meetings, reporting the same from time to time at the next succeeding meeting of the Board of Trustees, regular or special. The designation and appointment of, and the delegation of authority to the Executive Committee shall not relieve the Board of Trustees or any individual trustee of any responsibility imposed upon him/her by law. The Committee shall keep regular minutes of its meetings, reporting the same from time to time at the next succeeding meeting of the Board of Trustees, regular or special. The designation and appointment of, and the delegation of authority to the Executive Committee shall not relieve the Board of Trustees or any individual trustee of any responsibility imposed upon him/her by law.

Article IV – Meetings

An annual meeting of the Board of Trustees will be held at a time and place to be determined by the President and announced not fewer that 30 days prior to said meeting. If a majority of Trustees object to either the time or location of said meeting, it shall be incumbent upon the President to determine a more satisfactory date and location, but not less than 30 days from the time of the revised announcement.

Special Meetings – Special meetings with the Board of Trustees may be called by or at the request of the President or a majority of the Board of Trustees. Notice of the time and place of every special meeting of the Board of Trustees shall be given at least ten (10) days before the meeting by written notice and shall state the tentative agenda, identifying the purpose of the meeting and shall be delivered personally by mail or telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail properly addressed with postage prepaid. Any Trustee may waive notice of meeting by an instrument in writing executed before, at, or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

A simple majority of the Trustees then in office will constitute a quorum of the membership for purposes of conducting the business of the Foundation. The affirmative votes of at least a majority of the Trustees present shall be required to decide any question brought before such meeting and shall be the act of the Board, except where a larger number is required by law, by the Articles of Incorporation or by these By-laws.

Article V – Officers

General – The officers of the Foundation shall be a President, a Vice President, an Executive Vice President, a Secretary and a Treasurer, all to be appointed by the Board of Trustees. The Board of Trustees may appoint such other officers or agents as it may from time to time deem necessary, such other officers or agents to hold their appointment for such terms and to exercise such responsibilities as the Board of Trustees shall determine.

All officers and Trustees having authority to receive and disburse funds of the Foundation or having access to financial records and property of the Foundation will be bonded, the amount to be fixed by the Board of Trustees.

President – The President shall preside over all meetings of the Board of Trustees and shall represent the Foundation as may be necessary, and perform such other duties as may be imposed upon the office of President from time to time by the Board of Trustees.

Vice–President – The Vice President will be the President of the Marketing Education Association, Inc., and will serve in the absence of the President, and perform such duties for the Foundation as may be imposed by the Board of Trustees in accordance with the purposes of the Foundation.

Executive Vice-President – The Executive Vice-President will be the Executive Director of the national Marketing Education Association , and will be responsible for the employment and supervision of all other employees, will assist each officer of the Foundation as the Board of Trustees or the Executive Committee may designate, and will perform such other duties as the President may direct.

Secretary – The Secretary, under the direction of the President, shall prepare such documents of business as may be needed by the Foundation, shall take and keep true and accurate minutes of all meetings of the Trustees and the Executive Committee, and shall perform such other duties as may be assigned by the Board of Trustees.

Treasurer – The Treasurer shall have care and custody of all funds of the Foundation under policies as may be established for such care and custody, and will be responsible for the receiving and disbursing of all funds and property of the Foundation. The Treasurer or Executive Vice President shall receive and give receipts and acquittances for monies paid in on account of the Foundation, and shall pay all bills, payrolls, and other just debts of the Foundation. The Treasurer or Executive Vice President shall perform all other duties normally incidental to the office of the Treasurer, and upon request of the Board, shall make such reports to it as may be required at any time. He or she shall, if required by the Trustees, give the Corporation a bond in such sums and performance of duties and for the restoration to the Foundation in case of death, resignation, retirement from office, of all books, papers, vouchers, money and other property in his or her possession or under his or her control belonging to the Foundation. The Treasurer or Executive Vice President shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Trustees or the President.

The Treasurer or Executive Vice President shall also be the principal financial officer of the Foundation, and shall prescribe and maintain or cause to be maintained, the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax and informational returns, prescribe and maintain an adequate system of internal audit, and prepare or cause to be prepared and furnished to the President and the Board of Trustees, statements of account, showing the financial position of the Foundation and the results of its operations.

Article VI – Fiscal Year

The Fiscal year of this Foundation shall be the July 1 to June 30.

Article VII – Committees

The President may designate those committees, advisory groups, or task forces which may be necessary in carrying out specific assignments or tasks on behalf of the Board of Trustees.

Article VIII – Books and Records

The Foundation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Trustees and Committees. All books and records of the Foundation may be inspected by any Trustee, or his/her agent or attorney, for any proper purpose at any reasonable time.

Article IX – Miscellaneous

Waivers of Notice – Whenever notice is required by law, by the Articles of Incorporation, or by the By-laws, a waiver thereof in writing signed by the Director or other person entitled to said notice, whether before, at, or after the time stated therein, shall be equivalent to such notice.

Corporate Changes – The authority for amendment of the Articles of Incorporation of the Foundation shall be vested in the Board of Trustees acting by the affirmative vote of two-thirds (2/3) of all of the members of the Board at a meeting duly called upon notice of such purpose and of the content of said amendment.

Fiscal Year – The Foundation’s books of account shall be kept on the basis of a fiscal year commencing July 1 and ending June 30.

Article X – Amendments

The Board of Trustees shall have power to make, amend, and repeal the By-laws of the Foundation at any regular meeting of the Board or at any special meeting called for that purpose, by a vote of two-thirds (2/3) of the members of the Board.

Article XI – Rules

Roberts Rules of Order, Revised, will apply to all Board and Committee meetings to the extent that they are not inconsistent with these By-laws.

Article XII – Liability and Indemnification

Liability – In the absence of fraud or bad faith, the Trustees of the Foundation shall not be personally liable for its debts, obligations, or liabilities.

Indemnification – The Foundation shall indemnify any Trustee or officer or former Trustee or officer of the Foundation, or any person who may have served at its request as a Trustee or officer of another corporation with the defense of any actual or threatened action, suit of proceeding to be liable for negligence of misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such Trustee or officer may be entitled under any law.

7/30/87
Filed concurrently
With Articles of Incorporation

Revised: 12/89
Revised: 12/94
Revised: 12/95
Revised: 06/99
Revised 12/03
Revised 7/05