Foundation

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. If you have questions about the MEA Foundation please contact Ed Bufford, Executive Vice President - Marketing Education Associationof the Marketing Education Foundation

Bylaws of the

Marketing Education Foundation

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