MEA - National Marketing Education Association - Educators and Business People - Marketing, Management and Entrepreneurship

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 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.