Bylaws of Marketing Communications Executives International - Seattle Chapter

(A Non-Profit Corporation Incorporated Under the Laws of the State of Washington)

Article I - Structure

Full Members. There shall be no shareholders of the corporation. Full Members shall be marketing and communications professionals who have been elected to membership in accordance with procedures and into classifications prescribed in these by-laws.
Life Members. Former full members who have provided exemplary service to the corporation and upon designation by the board may continue as members without the payment of dues.
Board of Directors. The business of the corporation shall be conducted by the Board of Directors consistent with these Bylaws.

Article II - Purpose

The purpose of the corporation is to act as a business league of Marketing Communications Executives in accordance with its Articles of Incorporation and to operate exclusively for purposes within the meaning of Section 501(c)(6), and exempt from taxation under Section 501(a), of the Internal Revenue Code of 1986, as amended from time to time.

Article III - Membership

Purpose. Consistent with its purpose, the corporation seeks to attract individuals to membership who are the leading marketing and communications professionals in the Puget Sound area.
Nomination. Nomination for membership in the corporation shall be by recommendation of the Membership Committee or by written nomination by two members in good standing.
Election. Nominees for membership shall be approved by a majority vote of the Board of Directors. Membership shall become effective upon payment of initiation fee and annual dues.
Classification. There shall be three classifications of Full Members: Client, Agency and Service. At the time of election a member's classification shall be determined. The number of members in the Service classification shall not exceed 20% of the total membership.
1. Client. The Client Classification shall include individuals who are professionals in a business or corporation with primary responsibility for product management, marketing planning, marketing services, advertising, promotional programs, public relations, management of channels of distribution and/or sales management, marketing research and/or any combination of the above.
2. Agency. The Agency Classification shall include individuals who represent management in advertising, public relations, marketing research, marketing consultation, audiovisual production and design.
3. Service. The Service Classification shall represent individuals who represent management in services or products for clients and agencies. This classification includes individuals representing media, paper, printing, point of sale materials, audiovisual production and advertising specialties.
Dues. Full Members shall pay annual memberships dues as determined by the Board of Directors.
Corporate Memberships.
1. A business or corporation is not eligible for membership in the corporation. All memberships are individual and the membership continues with the individual when there is a change in the member's employment status.
2. Full Membership shall not be approved for more than two individuals from the same business or corporation.
Termination. Termination from membership shall be either through voluntary resignation or involuntary termination approved by the Board of Directors.
1. Resignation. Any member may resign his/her membership by given written notice to the President.
2. Involuntary termination. Upon ¾ affirmative vote of the full Board of Directors an individual's membership may be terminated for conduct that in the judgment of the Board of Directors is not in the best interests of the corporation.
Leave of Absence. The Board of Directors may grant leave of absence without payment of dues for good and just cause. A request for leave of absence should be made in writing to the President.

Article IV - Membership Meetings

Meeting Place. All meetings of the members shall be held at the principal place of business of the corporation, or at such other place, within or without the State of Washington, as shall be determined from time to time by the Board, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.
Annual Meeting. The annual meeting of members for election of directors and for transaction of such other business as may properly come before the meeting shall be held the third Tuesday of September in each year at the hour of 6:00 p.m. if not a legal holiday, and if a legal holiday, then on the day following at the same hour. The time and place of holding any annual meeting may be changed by resolution of the Board of Directors, provided the notification of such change shall meet the notice requirements pursuant to Section 4 of this Article.
Special Meetings. The President, the Board, or not less than ten percent of all active members entitled to vote at the meeting may call special meetings for any purpose at any time.
Notice of Meeting.
1. Notice of the time and place of the annual meeting of the members shall be given by mail, private carrier, personal delivery, telegram, teletype, wire or wireless of a written or printed notice of the same to each member of record entitled to vote at the meeting, at least ten days and not more than sixty days prior to the meeting.
2. At least ten days and not more than sixty days prior to the meeting, written or printed notice of each special meeting of the members, stating the place, day and hour of such meeting and the purpose or purposes for which the meeting is called, shall be given by mail, private carrier, personal delivery, telegram, teletype, wire or wireless to each member of record entitled to vote at such meeting.
Voting Record. At least ten days before each meeting of the members, a complete record of members entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order with the address of each member, which record shall be kept on file at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will be held for a period of ten days prior to such meeting. The record shall be kept open at the time and place of such meeting for inspection by any member during regular business hours. Failure to comply with the requirements of this subsection shall not affect the validity of any action taken at a meeting.
Quorum and Adjourned Meetings. A majority of the Members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the members. If less than a majority of the members entitled to vote is represented at a meeting; a majority of the members so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Manner of Acting. Except as may be otherwise provided in the Washington Non-Profit Corporation Act, if a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Washington Non-Profit Corporation Act.
Voting. Except as otherwise provided in these Bylaws or to the extent voting rights are limited or denied by the Articles of Incorporation, on each matter submitted to a vote at a meeting of members, each Active Member shall have one vote.
Fixing of Record Date for Determining Active Members. For the purpose of determining Active Members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other purpose, the Board may fix in advance a date as the record date for any such determination. Such record date shall be not more than seventy days, and in case of a meeting of members, not less than twenty days prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting, the date and hour on which the notice of meeting is mailed or on which the resolution of the Board is adopted, as the case may be, shall be the record date and time for such determination. Such determination shall apply to any adjournment of the meeting.
Proxies. A member may vote either in person or by written proxy executed by the member or his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. Any proxy regular on its face shall be presumed to be valid.
Waiver of Notice. A waiver of any required member notice signed either before or after the time stated therein for the meeting by the person or persons entitled to such notice shall be equivalent to giving notice.
Voting for Directors. Each member entitled to vote at an election of Directors may vote, in person or by proxy, for as many persons as there are Directors to be elected and for whose election such member has a right to vote. There shall not be accumulated voting.
Action by Members without a Meeting. Any action required or which may be taken at a membership meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all members entitled to vote with respect to the subject matter thereof. Such consent shall be inserted in the minute book as if it were the minutes of a meeting of the members.
Action of Members by Communication Equipment. Members may participate in membership meetings by any means of communication by which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.
Attendance at Meetings by Substitutes. With the exception of the Annual Meeting and any Special Meetings requiring a vote by the membership, on those occasions when a member is unable to attend a regular meeting of the corporation, he/she may send a substitute in his/her place.

Article V - Board of Directors

Powers. Powers, property, and affairs of the corporation shall be exercised, conducted and controlled by a Board of Directors. The actions of the Board of Directors shall not be inconsistent with these Bylaws nor the Articles of Incorporation.
Membership. The Board of Directors shall consist of not more than fifteen (15), nor less than ten (10), members. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of an incumbent Director. Unless a Director dies, resigns or is removed he or she shall hold office until the next annual meeting or until his or her successor is elected, whichever is later.
1. Nominating Committee. By May of each year the President shall appoint a Nominating Committee, to be chaired by the President-designate and to include as a member the current President. The nominating committee shall prepare a slate of candidates for election as Directors. The slate of candidates for directors shall be included in the notice for the Annual meeting. Additional nominations for Director may be accepted in accordance with the Washington Non-Profit Corporation Act.
Vacancies. A Director may resign at any time by providing the Board of Directors with written notice of such resignation not less than thirty (30) days prior to said resignation. Whenever by reason of death or resignation of a Director, there shall be a vacancy on the Board, the Board shall select another individual to fill the vacancy subject to the provisions of these Bylaws.
Meetings.
1. Regular Meetings. There shall be twelve (12) regular meetings; the annual meeting shall be counted as one (1) meeting.
2. Special Meetings. Special meetings may be called by the President of the Corporation as well as any three (3) Directors.
3. Notice. Notice of meetings of the Board of Directors shall be mailed to each Director, at his or her address as reflected in the records of the corporation or orally by telephone or in person. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.
  1. Personal Delivery. If notice is given by personal delivery, the notice shall be effective if delivered to a Director at least two days before the meeting.
  2. Delivery by Mail or Private Carrier. If notice is delivered by mail or private carrier, the notice shall be deemed effective if deposited in the official government mail or private carrier properly addressed to a Director at the Director's address shown on the records of the corporation with postage prepaid at least five days before the meeting.
  3. Delivery by Telegraph. If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company for delivery to a Director at his or her address shown on the records of the corporation at least three days before the meeting.
  4. Oral, Telephone, Teletype, Wire or Wireless Notice. If notice is delivered orally, by telephone, teletype, wire or wireless, or in person, the notice shall be deemed effective if given to the Director at least two days before the meeting.
4. Quorum. Each member of the Board of Directors shall be counted for purposes of determining a quorum and shall have one (1) vote. One-half the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
5. Compensation. Members of the Board of Directors shall not receive any fee for their services as members of the Board of Directors. The Board of Directors may, in its own discretion, reimburse individual Directors for costs and expenses incurred in fulfilling their obligations as directors.
6. Waiver of Notice.
  1. In Writing. Whenever notice is required to be given to any Director or committee member under these Bylaws, the Articles of Incorporation or the Washington Non-Profit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting.
  2. By Attendance. The attendance of a Director or committee member at a meeting shall constitute a waiver of notice of such meeting, except where the director or committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
7. Presumption of Assent. A Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, unless he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or unless he or she forwards such dissent by registered mail to the Secretary immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
8. Committees. The Board, by resolution adopted by a majority of the full Board, may designate from among its members one or more other standing or special committees. The Executive Committee shall have and may exercise all the authority of the Board, and other standing or special committees may be invested with such powers, subject to such conditions, as the Board shall see fit; provided that, notwithstanding the above, no committee of the Board shall have the authority to: (1) authorize distributions, except according to a general formula or method prescribed by the Board; (2) approve or propose to members actions or proposals required by the Washington Non-Profit Corporation Act to be approved by members; (3) fill vacancies on the Board or any committee thereof; (4) amend the articles of incorporation; (5) adopt, amend or repeal bylaws; (6) approve a plan of merger not requiring member approval.
  1. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a Director with the standards of conduct described in the Washington Non-Profit Corporation Act.
  2. Standing Committees. The standing committees of the Board of Directors shall be Program, Communications and Hospitality. A Director appointed by the President shall chair each committee. Additional committee members may be directors or members.
9. Participation of Directors by Communication Equipment. Members of the Board or committees thereof may participate in a meeting of the Board or a committee by means by which all directors participating can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

Article VI - Officers

Designations. The officers of the corporation shall be a President, President-elect, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. The Board may assign any officer any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authority and duties. The same person may hold any two or more offices.
1. Election and Term of Office. The officers of the corporation shall be elected annually by the Board at the first meeting of the Board held after the annual meeting of the corporation. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Unless an officer dies, resigns or is removed from office, the officer shall hold office until the next annual meeting of the Board or until his or her successor is elected.
2. President-designate. Not later than March of each year the President shall appoint a nominating committee to select a director as President-designate. The members of the committee shall be the Immediate Past President who shall serve as Chair, the current President, the current President-elect and at least one (1) additional member who is a Past President of the corporation. In the event the Immediate Past President is not able to serve, the President shall appoint another Past President of the Corporation to serve. The President-designate shall be approved by the Board at the June meeting and shall become President-elect at the Annual Meeting.
President. The President shall preside at all meetings of members and directors, shall have general supervision of the affairs of the corporation, and shall perform all such other duties as are incident to such office or are properly required of the President by the Board of Directors. When present, the President shall preside over all meetings of members and directors. The President shall, from time to time, bring before the Board of Directors such information as may be required for the conduct of the affairs of the Corporation. The President shall service as a Director for one year following his/her term of office as Past President.
President-elect. During the absence or disability of the President, the President-elect shall exercise all functions of the President. The President-elect shall have such powers and discharge such duties as may be assigned to him from time to time by the Board.
Secretary. The Secretary shall issue notices for all meetings, except notices for special members meetings and special directors meetings called by the requisite number of members or directors, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to such office or as are properly required of the Secretary by the Board.
Treasurer. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Board, from time to time as may be required of the Treasurer, an account of all transactions as Treasurer and of the corporation's financial condition. The Treasurer shall perform other duties incident to his office as are properly required of him by the Board.
Delegation. In the case of absence or inability to act of any officer of the corporation and, the Board may from time to time delegate the powers or duties of such officer to any other officer, director or person whom it may select.
Resignation. Any officer may resign at any time by delivering written notice to the President, the Vice President, the Secretary, or the Board, or by giving oral notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
Compensation. Officers shall not receive compensation for their service as officers.

Article VII - Prohibition Against Sharing in Corporate Earnings

No member, trustee, officer or member of a committee or a person connected with the corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation; provided that this shall not prevent the payment to any such person of such costs as incurred for the corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the assets of the corporation upon the dissolution of the corporation. Upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts are satisfied, then remaining in the hands of the Board shall be distributed, transferred, conveyed, delivered, and paid over in such amounts as the Board may determine or as may be determined by a court of competent jurisdiction upon application of the Board exclusively to charitable, religious, scientific testing for public safety, literary, or educational organizations which then qualify under the provisions of Section 501(c)(6) of the Internal Revenue Code of 1986 (the "Code"), as amended from time to time.

Article VIII - Exempt Activities

Notwithstanding any other provision of these Bylaws, no director, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by a corporation exempt under Section 501(c)(6) of the Code.

Article IX - Indemnification

Directors and Officers. The corporation shall indemnify its directors and officers to the fullest extent permitted by the Washington Non-Profit Corporation Act (Act), as the same exists or may hereafter be amended (but, in the case of alleged occurrences of actions or omissions preceding any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than the Act permitted the corporation to provide prior to such amendment).
Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the Act.
No Presumption of Bad Faith. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed, in the case of conduct in the person's official capacity, the person's conduct was in the corporation's best interests and in all other cases, the person's conduct was at least not opposed to the corporation's best interests, and with respect to any criminal proceeding, that the person had reasonable cause to believe that the conduct was lawful.
Advances of Expenses. The expenses incurred by a director or officer in any proceeding shall be paid by the corporation in advance at the written request of the director or officer, if the director or officer:
1. furnishes the corporation a written affirmation of such person's good faith belief that such person is entitled to be indemnified by the corporation; and
2. furnishes the corporation a written undertaking to repay such advance to the extent that it is ultimately determined by a court that such person is not entitled to be indemnified by the expenses and without regard to the person's ultimate entitlement to indemnification under this bylaw or otherwise.
Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances under this bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer who serves in such capacity at any time while this bylaw and relevant provisions of the Act and other applicable law, if any, are in effect. Any right to indemnification or advances granted by this bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request therefore. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting a claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required affirmation and undertaking have been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the Act, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
Non-Exclusivity of Rights. The rights conferred on any person by this bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaws, agreement, vote of shareholders or disinterested Directors or otherwise. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent permitted by the law.
Survival of Rights. The rights conferred on any person by this bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Insurance. To the fullest extent permitted by the Act, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this bylaw.
Amendments. Any repeal of this bylaw shall only be prospective and no repeal or modification hereof shall adversely affect the rights under this bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.
Savings Clause. If this bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the corporation shall indemnify each director, officer or other agent to the fullest extent permitted by any applicable portion of this bylaw that shall not have been invalidated, or by any other applicable law.
Certain Definitions. For the purposes of this bylaw, the following definitions shall apply:
1. "corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
2. "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
3. "expenses" include counsel fees.
4. "official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in the Act, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
5. "proceeding" means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

Article X - Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board by a vote of two-thirds (2/3) of the Board present at such meeting and providing that each member of the Board shall have received twenty (20) days written notice of the meeting and proposed amendment(s) shall have been given to each Board member with said notice.

The foregoing Bylaws were adopted by the Board of Directors on the 20th day of March 2001.

Larry Coffman, Secretary

Doug Bamford, President CEO
Recharge
v.425.747.9100
c.425.747.6139

“ We have to undo a 100-year old concept and convince our managers that their role is not to control people and stay on top of things, but rather to guide, energize and excite. ” - Jack Welch