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Article I – Name

1.1 Name. The name of this not-for-profit corporation is the Boston Chapter, Society for Marketing Professional Services. It is hereinafter referred to in these bylaws as the Chapter. The national society is hereinafter referred to as the Society. 

Article II – Purpose

2.1 Purpose. The purpose of the Chapter is to promote the professional and educational advancement of persons engaged in marketing professional services to the built and natural environment.

Article III – Membership

3.1 Eligibility. Membership in the Society shall be available to all persons having interest in marketing professional services in the built and natural environment and who recognize and comply with the Society’s Articles of Incorporation, Bylaws, and Standards and Ethics. Membership in the Society is required for Chapter membership, and Chapter membership is automatic upon obtaining membership in the Society.

3.2 Categories. Membership categories are regular, student and distinguished life, as defined in the Society’s Bylaws.

3.2.1 Regular Membership. Regular membership in the Society is available to any individual who is engaged in marketing and business development for a firm that provides professional services involving the design, evaluation, legal, financial, and/or management process required for creating and/or changing the built or natural environment; or any individual who provides services to such firms.

3.2.2 Student Membership. Student membership is available to individuals enrolled in a full-time study program (12 credit hours or more) at an accredited post-secondary institution.

3.2.3 Distinguished Life Membership. Distinguished Life membership in the Society is automatically awarded to each President of the Society upon completion of his or her term of office. In addition, the Board of Directors may award Distinguished Life membership to other individuals who have made extraordinary contributions towards enabling the Society to accomplish its purposes and goals. Distinguished Life members shall be exempt from payment of membership dues.

3.3 Applications. Any individual desiring to become a member of the Society must apply on forms approved and supplied by the Society. Applications must be accompanied by dues and the membership origination fee required for the first year of membership. Applications for membership shall be approved or denied by the Society’s Executive Director or his/her designee.

3.4 Voting

3.4.1 Each Regular and Distinguished Life member shall have one vote in all matters to be voted on by the members. Student members shall have no voting rights.

3.4.2 Any Regular member who has failed to pay applicable dues and fees at the time of any Chapter event, including meetings, educational activities and networking events shall not be entitled to vote. Unless applicable Bylaws require otherwise, any action approved by the affirmative vote of a majority of the members entitled to vote at a meeting at which a quorum of 30% are present shall be considered an act of the members. Proxy voting shall not be permitted.

3.4.3 All matters that require a vote of the membership at a meeting may be acted upon by written ballot sent by mail, by fax or by e-mail or handed out in person at such a meeting as determined by the Chapter Board of Directors. Voting for the election of directors and officers, if required, shall be only by written ballot sent to each member by first class mail.

3.5 Dues

3.5.1 Each Regular and Student member shall be obligated to pay annual dues in an amount to be determined by the Society’s Board of Directors. Any member who has failed to pay the applicable dues by their membership expiration date shall be suspended and lose voting rights on that date. Any member who has failed to pay the applicable dues for a period of sixty days after the date of expiration of their membership shall be terminated from membership and may not participate in Chapter meetings and/or activities at the member rates.

3.5.2. Distinguished Life members shall be exempt from annual membership dues.

3.6 Meetings

3.6.1 Annual Meeting. There shall be an annual meeting of the Chapter, to be held at a time and place to be determined by the Chapter’s Board of Directors, to hear reports concerning the conduct of the Chapter’s activities and to conduct other such business as may properly come before the meeting.

3.6.2 Special Meetings. A special meeting of the Chapter membership may be called by the Chapter President, a majority of the Chapter’s Board of Directors or by written request of at least 30 percent of the Chapter membership.

3.6.3 Notice. Written notice must state the time, place and purpose(s) of the Annual Meeting or Special Meeting and shall be sent to members at least thirty (30) days and not more than sixty (60) days in advance of the meeting. All meetings of either nature must be held in the Commonwealth of Massachusetts.

3.6.4 Quorum. A quorum shall consist of thirty (30) percent of the membership entitled to vote who are present, in person or by written ballot, at any meeting transacting Chapter business, unless a greater proportion is required by applicable law, by the Articles of Incorporation or by these Bylaws.

3.7 Membership List. The officer or agent having charge of membership records of the Chapter shall have available such records at the time and place of membership meeting for the purpose of inspection by any member during the whole time of the meeting. Failure to comply with the requirements of this paragraph shall not effect the validity of any action taken at such meeting.

3.8 Termination of Membership. Any member who fails to comply with the Society’s Bylaws or with its Standards and Ethics, in effect at the time, may be removed from membership as provided in the Policies and Procedures adopted by the Society’s Board of Directors. 

Article IV – Board of Directors

4.1 Number, Qualifications, Powers

4.1.1 The property, affairs, and business of the Chapter shall be managed and controlled by its Board of Directors. The Board of Directors may by general resolution delegate to officers of the Chapter such powers as are provided for in these Bylaws.

4.1.2 The Board of Directors (sometimes referred to as the “Board” and individual members thereof referred to as “Director(s)”) shall consist of the individuals currently serving as President, the President-Elect, the Secretary, the Treasurer, the Immediate Past President and at least six Regular Members in good standing serving as Directors at Large.

4.1.3 To be eligible for election as Secretary, Treasurer or Director at Large, an individual must be a Regular or Distinguished Life member, must have been such a member for a period of one year and must have served on a committee for one year, as of the date of the meeting at which the results of the election are to be announced. No individual member may hold more than one directorship at any time or be serving as National President.

4.1.4 To be eligible for election as President-Elect, the individual must be a member for one year and also have served at least one year on the Board of Directors.

4.2 Election and Term. All officers and directors shall commence their terms of office on September 1st.

4.2.1 The President, President-Elect, and Immediate Past President shall serve as directors by virtue of the office he or she holds for a term of one year. The Directors shall serve until they no longer hold their respective offices.

4.2.2 The President-Elect shall be elected at large, shall serve in that office for one year, and shall automatically assume the office of President in the subsequent year. At the end of his/her one-year term, each President shall remain on the Board for a one-year term as Immediate Past President.

4.2.3 The Secretary shall be elected at large for a term of two years and shall be elected in odd numbered years. Term limit shall be two consecutive two-year terms.

4.2.4 The Treasurer shall be elected at large for a term of two years and shall be elected in even numbered years. Term limit shall be two consecutive two-year terms.

4.2.5 Directors shall be elected at large and shall serve a term of two years, with one- half standing for election each year.

4.2.6 Nominations. The Nominations and Election Committee shall issue a call for nominations to all Regular members for available positions on the Board of Directors no later than March 1st of each year. Nominations may be made by Regular members (self-nominations are allowed) and must be received by the Nominations and Election Committee by April 15th. All nominations must include the nominee’s personal data, verification of eligibility, and a statement outlining the candidate’s views on current Chapter issues and special areas of interest. Individual nominations shall be screened and evaluated by the committee according to parameters and procedures established by the Chapter Board of Directors, and a slate of candidates selected that the committee believes represents the best balance for the Board. Petition nominations shall automatically appear on the ballot if the candidate meets all requirements of the board position being sought. Petitions must be signed by a minimum of 30 percent of the chapter membership as of April 15th. Balloting. A ballot with the slate of candidates determined by the Nominations and Elections Committee and any petition nominations shall be submitted to the membership by May 15th. If the ballots are distributed by facsimile, deadline for votes shall be 10 days later; if by first-class mail, deadline shall be 20 days later; if by bulk mail, deadline shall be 30 days later. A ballot is not required if no candidates are submitted by petition, and the Secretary shall declare the slate elected.

4.3 Vacancies. Subject to the qualifications in 4.1, all vacancies on the Board of Directors shall be filled by appointment by the President, subject to approval by the Board of Directors. In the case of a vacancy created in the President’s position, the President-Elect will assume the duties of the President for the remainder of the term.

4.4 Removal. A director may be removed from office for good cause shown by a vote of the Chapter membership at a special meeting. Additionally, a majority of directors currently in office may remove any director who fails to attend two meetings in a row.

4.5 Ineligibility. A Board member who is no longer a Regular member shall be deemed ineligible to serve effective upon the termination or expiration of her/his membership.

4.6 Resignation. A Board member may resign with a written notice submitted to the President. Unless specified otherwise, the resignation shall be effective immediately upon receipt by the Board of Directors.

4.7 Meetings. The President shall set the time and place of the regular Board meetings, which shall occur at least eight (8) times per year. Special meetings of the Board may be called by either the President or upon the written request of one-half of the members of the Board of Directors. The meetings of the Board may be held at any location within or outside the Commonwealth of Massachusetts. Any director may participate in any meeting of the Board by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.

4.8 Meeting Notices. Notice of the time and place of each meeting of the Board of Directors shall be given at least fourteen days (14) days prior to the date of a regular meeting and at least seven (7) days prior to the date of a special meeting. Notice shall be in writing and delivered personally, by mail, by fax, by telephone, or by e-mail. If mailed, faxed or e-mailed, such notice shall be deemed delivered when deposited in the US mail, postage paid, addressed to the designated director at such director’s most recent address, or faxed to the number as shown on the record of the Chapter. If notice is given by telephone or e-mail, it shall be deemed delivered when the director who is contacted has been spoken with directly or has returned receipt of the e-mail message. The business to be transacted at any special meeting of the Board of Directors must be specified in the notice of such meeting.

4.9 Quorum. The presence of a majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board unless a greater proportion is required by applicable law or these Bylaws.

4.10 Voting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless an act of greater number is required by law or by these Bylaws. Any action that may be taken at a meeting of the directors may be taken without a meeting if consent or consents to such action shall be signed by all directors then in office and filed with the Secretary of the Chapter.

4.11 Conflict of Interest. Any possible conflict of interest on the part of a director shall be disclosed to the Board of Directors and made a matter of record. Any director having any possible conflict of interest on a matter shall not vote on such matter. Such director may, however, be counted in determining a quorum for the meeting at which the matter is voted upon and may state a position on such a matter and provide information that may be of value to the Board in its deliberations.

4.12 Limitation of Liability. A director of the Chapter shall not be personally liable, as such, for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses of any nature including, without limitation, attorney’s fees and disbursements) for any action taken, or failure to take any action, unless:

4.12.1 the director has breached or failed to perform the duties of his/her office under the Articles of Incorporation; or Bylaws of the Chapter or the Society or under relevant Missouri statutes (the Society’s state of incorporation); or under relevant Massachusetts state laws.

4.12.2 breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

4.12.3 These provisions shall not apply to the responsibility or liability of a director pursuant to any criminal statute, or liability of a director for the payment of taxes pursuant to local, state, or federal law.

Article V – Officers

5.1 Officers Generally; Election. The officers of the Chapter shall be a President, President-Elect, a Secretary and a Treasurer. Only Regular members or Distinguished Life Members may serve as officers of the Chapter. The President and President-Elect shall each hold office for a term of one year or until their successors are elected and have taken office, provided that the President-Elect shall automatically become President on September 1st. The Secretary shall hold office for a term of two years or until a successor is elected and has taken office. The Secretary shall be elected in odd numbered years. The Treasurer shall be elected in even numbered years. No more than one office may be held at any one time by the same individual.

5.2 President. The President shall be the principal executive officer of the Chapter and shall, consistent with policies established by the Board of Directors, exercise general oversight of its affairs, officers and directors. She/he shall preside at all meetings of the Chapter, of the Board of Directors and the Executive Committee; shall be the principal spokesperson for the Chapter; and with the approval of the Board of Directors appoint chairpersons for all Chapter committees (except the Finance and Nominations and Elections Committee); and shall perform all duties incident to the office of President and other such duties as may be prescribed by the Board. The President may sign with the Secretary or any other officer of the Chapter authorized by the Board of Directors, any deed, mortgage, bond, contract, or other instrument that 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 to another.

5.3 President-Elect. In the absence of the President, the President-Elect shall preside at meetings of the Chapter, the Board or of the Executive Committee. When acting as President, the President-Elect shall have the powers of and subject to all the restrictions upon the President. The President-Elect shall perform such other duties as may be assigned by the President or the Board.

5.4 Secretary. The Secretary shall ensure that the minutes of meetings of the membership, the Board, and the Executive Committee as well as these Bylaws, and any policies and procedures approved by the Chapter and the Society are recorded and maintained in the permanent record of the Chapter. The Secretary shall perform any other such duties as from time to time may be assigned by the President or the Board.

5.5 Treasurer. The Treasurer shall be responsible for management and distribution of all funds approved by the Board. She/he shall receive the Chapter’s income; maintain it’s bank accounts; pay approved bills in a timely manner; and report on the financial status of the Chapter on a monthly basis to the Board and on an annual basis to the membership; as well as be involved in the development of an annual budget. The Treasurer shall be responsible for complying with all federal and state statutes required of a not-for-profit corporation and in general, the financial integrity and practices of the Chapter. The Treasurer shall perform any other such duties as from time to time may be assigned by the President or the Board.

Article VI – Committees

6.1 Committees in General

6.1.1 Standing Committees. The Board may, by resolution, establish such standing committees as the Board deems necessary or desirable (“standing committees”), including without limitation, the Executive Committee, the Nominations and Elections Committee and the Finance Committee, each described below. All standing committees shall include at least one director as a member. The Board may delegate such authority to a standing committee as it deems appropriate and is not prohibited by applicable law.

6.1.2 Special Committees. The Board may, by resolution, establish one or more special committees (“special committees”) to advise the Board or the President in the performance of their duties. No special committee may have or exercise any authority of the Board to manage the business and affairs of the Chapter. The chairperson of a special committee shall be appointed by the President subject to Board approval and members of the committee shall be appointed by the committee chairperson. All special committees and their members shall serve at the discretion of the board.

6.1.3 Term. Each member of a committee shall continue as such until the next annual Chapter meeting or until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Any member of a committee may be removed for any or no cause by a majority vote of the Board of Directors.

6.1.4 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. Meetings of any committee may be called by the chair or by any three members. Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.

6.1.5 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.

6.2 Executive Committee. The Executive Committee shall consist of the President, President-Elect, Immediate Past President, Secretary and Treasurer, with the President serving as chairperson. The Executive Committee subject to the provisions of Section 6.2.1, exercises the powers of the Board of Directors when the Board is not in session, reporting any action at the Board’s succeeding meeting.

6.2.1 The Executive Committee shall not have the authority of the Board of Directors with respect to the following matters: amending, altering or repealing these Bylaws; electing, appointing, or removing any member of the Executive Committee or any director or officer of the Chapter; amending the Articles of Incorporation of the Chapter; adopting a plan of conversion, division or merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Chapter; authorizing the voluntary dissolution of the Chapter or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Chapter; and authorizing expenditures in excess of amounts set forth in the annual budget of the Chapter as approved by the Board of Directors.

6.2.2 Meeting of the Executive Committee may be called at any time by the chair of the committee or by any two members of the committee. Written notice of meetings of the Executive Committee shall be prepared and presented to the Board of Directors within one month of the meeting, and reported at the next meeting of the Board. 

6.3 Nominations and Elections Committee

6.3.1 The Nominations and Elections Committee shall consist of at least five individuals, including the President-Elect and at least four regular members, each of whom has been a member of the Chapter for at least one year, and who represent the diverse membership of the Chapter. The chair of the committee is the President-Elect who shall appoint the other regular members, subject to approval of the Board of Directors.

6.3.2 The committee shall actively seek nominees and candidates for the Board of Directors, evaluate the eligibility of any nominee or candidate, and conduct all elections for office according to procedures established by the Board of Directors.

6.4 Finance Committee. The Finance Committee shall consist of the President, the President-Elect and the Treasurer, with the Treasurer as chairperson. The Finance Committee shall be responsible for the general supervision of the Chapter’s finances. It shall prepare and recommend the annual budget, provide for regular financial reports and the annual Chapter audit, and alert the Board to financial ramifications of the Board’s decisions.

Article VI – Administrator or Staff

7.1 Administrator. The Board of Directors may employ an individual(s) to serve in an administrative capacity for the Chapter, and shall fix the terms and conditions of such employment or contact.

Article VIII – Delegation of Authority

8.1 Delegation of Authority. The Board of Directors may authorize any officer or agent of the Chapter, 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 behalf of the Chapter, and such authority may be general or confined to specific instances. No member of the Board may obligate the Society or act as its agent in any matter, and the Society is not responsible for any obligations incurred by any member or chapter, except as and to extent so authorized. 

Article IX – Indemnification

9.1 Indemnification. The Society shall indemnify any person, and may purchase insurance, for any purpose and to the greatest extent authorized by the laws of the Commonwealth of Massachusetts regarding non-profit organizations, as amended from time to time. However, no indemnification shall be paid except after consultation with legal counsel to assure that the applicable statutory requirements have been satisfied. 

Article X – Miscellaneous

10.1 Fiscal Year. The fiscal year of the Chapter and Society shall begin on the first day of September and end the last day of August.

10.2 Waiver of Notice. Whenever any notice is required to be given to any member of director under the provisions of these Bylaws, the Articles of Incorporation, or the General Not-for-Profit Corporation Law of the Commonwealth of Massachusetts, a waiver thereof, whether given before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

10.3 Use of Assets. The Chapter’s funds and other assets shall be used only to accomplish its purposes, and no part of those funds or assets inure to the benefit or, be distributed to, any members or employees of the Chapter, or any other person having a personal or private interest in its activities.

10.4 Dissolution. Upon dissolution of the Chapter, any funds or other assets remaining after payment of all obligations of the Chapter shall be distributed to the National Society for Marketing Professional Services. Should the Society not exist, funds shall be distributed to one or more organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board.

10.5 Robert’s Rules of Order. The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for the Chapter where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.

10.6 Use of Logo. Use of the Society’s and Chapter’s logos is authorized only by those members and employees of the Society or Chapter conducting official business of the Society or Chapter and must conform to appropriate use of logo as outlines in the Society’s Policies and Procedures. 

Article XI – Amendments 

11.1 Amendments. Upon the recommendations of a majority vote of the entire Board of Directors currently in office, a majority of the members of the Chapter present and entitled to vote at any meeting of members may amend, alter, appeal, repeal, or adopt new Bylaws, provided that notice of any proposed amendment or a summary thereof shall have been given to each member not less than thirty (30) days prior to the date of the meeting, and such proposed amendment has received the prior approval of the National Society Board of Directors.