Bylaws

Updated: June 29, 2025

(As Adopted May 20, 2001, As Amended March 24th, 2023, and June 29th, 2025)

Article I – Name and Office Location

Section 1 – Name

The name of this corporation is Exhibition Services & Contractors Association (henceforth referred to as “Association” or “ESCA”).

Section 2 – Principal Office

The Association’s principal office is located in the city of Mokena, Cook County, Illinois. The Association may maintain other offices or principal place(s) of business as suits the purposes of the Association as determined by the Board of Directors.

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Article II – Purpose, Mission, and Vision

ESCA aims to promote, educate, and support the exhibition and events industry worldwide.

Mission Statement: ESCA is committed to advancing the exhibitions, meetings, and special events industries through education, information exchange, and the sharing of professional best practices and experiences provided by its members and their customers. ESCA fosters collaboration among all stakeholders in the exhibitions, meetings, and special events industries.

Value Proposition: ESCA is the unified and respected authority on exhibition, trade show, and event contracting services, as well as related industry issues. ESCA represents the leading providers of these services in North America.

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Article III – Membership

Section 1 – Membership Class

ESCA membership is open to any company (sole proprietorship, partnership, corporation, or organization) engaged in providing services and materials typically furnished for trade shows, conventions, exhibitions, special events, and corporate or other meetings that support the purpose, mission, and value proposition of ESCA. Eligibility and continued qualification for membership are contingent on approval by the Board of Directors and compliance with these Bylaws and the membership Code of Conduct. The membership of ESCA shall consist of the following classes:

1. Class I – Official Service Provider (Voting). Any entity that is capable of complete show production. Class I members shall have one vote per member company.
2. Class II – Equipment and Supplies Provider (Voting). Entities supplying equipment, tools, materials, and other essentials for executing trade shows and events. This includes furniture and booth setup equipment, carpeting and flooring solutions, scenic décor, event drapery, and specialty thematic design elements, trailer rentals, equipment rental (specifically tools, machinery, and other trade show necessities), and other related supplies. Class II members shall have one vote per member company.
3. Class III – Technologies & Electrical Services (Voting). Entities that focus on specific, often technical or niche, event production and management aspects. This includes AV (audio-visual) services, electrical services, digital and technological solutions, and other niche services tailored to event production. Class III members shall have one vote per member company.
4. Class IV – Logistics Providers (Voting). Entities responsible for the movement, storage, and flow of goods, services, and information within the overall event production supply chain. Class IV members shall have one vote per member company.
5. Class V – Specialty Services Providers (Voting). Entities offering unique or niche services to enhance the trade show experience. This includes specialty lighting, catering, booth design consultants, photography services, floral services, cleaning services, attendee transportation, and more. Class V members shall have one vote per member company.
6. Class VI – Labor Providers (Voting). Entities directly responsible for supplying manpower for trade shows and events including unions and labor supply companies. Class VI members shall have one vote per member company or national organization.
7. Class VII – Venues (Voting). All convention and exhibition venues are eligible for membership in ESCA. Class VII members shall have one vote per venue.
8. Class VIII – Individual Members (Voting). Any individual providing consultation or management services to exhibitions, trade associations, and independent exhibition organizers unaffiliated with Class I, II, or III members. Floor managers are in this category. Class VIII members shall have one vote per member company.
9. Class IX – Affiliate Partners (Non-Voting). Entities that support, collaborate, and engage with the industry but may not directly offer primary services or products for trade shows and events. This includes Industry Partners, press and media, etc.

Application for membership in ESCA shall be completed by following the current application process and agreeing to the membership Code of Conduct. Membership shall become effective upon receipt of the dues payment and approval by the authorized representative of this Association. Membership is not transferable.

Section 3 – Denial of Continued Membership

Any member or representative of a member may be removed, by the Board of Directors, for conduct prejudicial to the welfare, interest, or character of the Association by a vote of two-thirds of the Board of Directors, provided that notice has been sent to said member or representative at least twenty (20) days before the meeting of the Board where such action shall be considered. A member, or its representative, may appear before the Board and have legal representation at said meeting and shall have the right to appeal the decision of the Board at the next regular meeting of the Association. The majority decision of the members of the Association present at such a meeting shall be final. In the event of removal, all rights, privileges, and interests of said member in or to the Association shall terminate forthwith. The Association shall not be liable for refunding or repaying any portion of the membership fee.

Section 4 – Voting Rights, Powers, and Responsibilities

All Class I, II, III, IV, V, VI, VII, VIII members shall be entitled to one (1) vote per organization as stipulated in the membership classifications above. To receive benefits and services and serve as an officer, director, or member of the Association’s committees or task forces, a member must be in good standing. It shall be the responsibility of each member to seek new memberships and promote the prestige and reputation of ESCA. Members should promptly notify the President of the Board and staff of any developments within a member organization that may be contrary to the best interests of the Association. Individual representatives of member organizations shall not be personally liable to the Association for any act, omission, liability, debt, or obligation incurred by the member organization.

Section 5 – Representatives

Upon initial application for membership, each ESCA voting member shall appoint a designee to serve as its representative to ESCA.

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Article IV – Meetings of Members

Section 1 – Annual Meeting

There shall be an annual meeting of the Association’s membership during the last quarter of the calendar year, as designated by the Board of Directors.

Section 2 – Special Meetings

Special membership meetings shall be held at such times and places as designated by the Board of Directors.

Section 3 – Notice

A written notice stating the purpose, place, date, and time of every membership meeting shall be sent to each member in good standing at least thirty (30) days before such meeting.

Section 4 – Voting

Each member in good standing, authorized to vote by these bylaws, present at any meeting of the Association shall be entitled to cast one vote in person or by absentee ballot.

From time to time, the Board of Directors may submit a matter to the membership for their vote outside of regularly scheduled meetings. In such an instance, the question shall be presented to member representatives in good standing. Members shall have three (3) weeks from submission of the question to record their vote. Votes received in the specified time frame shall be counted as valid. Votes from at least 50% of the membership must be received to constitute a valid vote.

Section 5 – Quorum

Ten percent (10%) of the voting members in good standing shall constitute a quorum.

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Article V – Dues

The Board of Directors shall establish dues for all members and may, from time to time, adjust or modify the manner in which membership dues are calculated. A dues invoice shall be sent to each member annually. Membership dues may be utilized in such manner as determined to be in the best interest of the Association by its Board of Directors. Any member whose dues are 90 days past due may have their membership suspended. Any suspended membership may be reinstated during the same fiscal year by paying the current fiscal year’s dues and any dues owed from prior fiscal years.

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Article VI – Officers

Section 1 – Corporate Officers

The officers of ESCA shall be the President, President-Elect/Chief Learning Officer, Vice President, Secretary/Treasurer, and Immediate Past President. Officers shall be elected from Class I and Class II members only. The officers of the Association shall be the Executive Committee of the Board of Directors.

Section 2 – Election and Term

The Voting Members of the Association shall elect the officers. Officers shall hold office for one year or until their successors take office, except as otherwise indicated in these Bylaws. The Board of Directors shall have the authority to adopt appropriate election procedures.

Section 3 – Removal

The Board of Directors may remove any officer by a vote of two-thirds of the Board of Directors.

Section 4 – Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by a majority vote of the Board of Directors for the unexpired portion of the term. The President-Elect shall fill a vacancy in the office of the President.

Section 5 – Fees and Compensation

Elected officers shall not receive compensation, fees, or salaries for their services.

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Article VII – Duties of Officers

Section 1 – President

The President shall be the chief elected officer of the Association. The President shall preside at all meetings of the Association. The President shall call and preside at all meetings of the Board of Directors and the Executive Committee. The President shall appoint all standing, ad hoc committees, task forces, and industry liaison representatives, except as otherwise called for in these by-laws. The President shall be an ex officio member of all standing committees except the Nominating Committee. When the Board of Directors is not in session, the President shall have general Board governance duties as may be assigned by the Board and shall coordinate the work of the officers and committees of ESCA so that the purposes and mission may be promoted. The President shall present a report at the Association’s annual meeting regarding the state of the Association and its accomplishments during the year.

Section 2 – President-Elect / Chief Learning Officer

The President-Elect shall act in the absence of the President and succeed to the Presidency for the remainder of the unexpired term if the office is vacated.

The ESCA Chief Learning Officer also serves as the Chair of the Education Committee. The Chief Learning Officer’s role is crucial to delivering value to ESCA membership. By providing meaningful educational opportunities, learning officers can positively impact the association’s health through greater member engagement. This ensures the long-term viability of ESCA and its ability to attract new members and helps all members become better leaders within their business and our industry. In addition, they are responsible for planning and delivering a diversified Learning program that provides take-home value for members, facilitates networking among members, and supports the health and growth of the association. Functional activities include selecting appropriate members to serve on the association’s Education Committee, surveying the membership to ascertain needs and interests, selecting goals and a theme for the Learning year, selecting appropriate members as day chairs for workshops outside of SEC, and working within the approved learning year budget. In addition, this position works closely with ESCA staff & board to identify the desired take-home value for each learning event and plan a program to achieve that value.

Section 3 – Vice President / Assistant Learning Officer

The Vice President shall act in the absence of the President-Elect and shall have all the powers of the President-Elect. ESCA’s Vice President will serve as the Assistant Learning Officer. This term commences June 1st each year to ensure a smooth transition to Learning Officer.

Section 4 – Secretary/Treasurer

The Secretary/Treasurer shall be responsible for attending and supervising the taking of proper minutes of all Board, Executive, and Membership meetings, serving notice of all meetings, and keeping membership records, bylaws, and other papers as the Board may direct. In addition, they shall be responsible for approving and signing all minutes before distribution.

As Chief Financial Officer, the Secretary/Treasurer shall oversee the collection of membership dues, establish proper accounting procedures for the handling of Association funds and books of account, and report on the Association’s financial condition at all Board meetings.

Section 5 – Past President

The Past President shall be responsible as the chairperson of the Nominating Committee and Industry Liaison. Duties shall include, but not be limited to, responsibility for ESCA participation in industry activities, such as exhibits, speaking engagements, publications, and other duties as assigned by the Executive Committee.

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Article VIII – Board of Directors

Section 1 – Powers

The governing body of this Association shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of the Association, its committees, and publications; shall determine its policies or changes therein; supervise the distribution of its funds; and shall be responsible for interpreting these Bylaws. The Board may adopt such rules and regulations for the conduct of its business as deemed advisable. It may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee.

Section 2 – Composition

The Board of Directors shall consist of the President, President-Elect/Learning Officer, Vice President, Secretary/Treasurer, the immediate past president, six (6) other elected directors from the Class I – Official Provider Member category; two (2) from the Class II – Equipment & Supplies Providers Member category; one (1) from the Class III, IV or V Member categories; one (1) from the Class VI – Labor Member category, reserved for a union labor organization signatory to ESCA contractors’ collective-bargaining agreements, and one (1) from Class VII – Venue Member category; and the Executive Director as an ex-officio, non-voting member. Only Class I and II members are eligible to serve as officers of the Association. Individuals, not companies, shall hold director positions.

Each member organization or company may have up to two representatives on the Board at any given time. This includes representatives of company divisions (for example, an official contractor with an audio-visual division) unless that division holds a separate paid membership.

Board members are assumed to be selected for their skill sets, and because of the company/organization they represent. Therefore, should a Board member leave their position for any reason (voluntarily or involuntarily) during their term as a Board member, they shall resign from the Board position immediately. Should they become re-employed by an organization that is a similar member company in good standing, the Board may, at its discretion, reappoint that individual to the Board by a majority vote, provided the Board position is still open.

Section 3 – Election and Term

The voting members of the Association shall elect directors. To facilitate the business of the Association, the Board of Directors may employ a ballot, subject to the provisions of these bylaws. Elected directors shall hold office for three years, except as otherwise provided in these Bylaws, or until their successors take office. Unless elected as an officer, no director shall serve more than one (1) three-year term consecutively. The Board of Directors shall have the authority to adopt appropriate election procedures.

Section 4 – Removal

A Director can be removed by a two-thirds (2/3) vote of the Board of Directors.

Section 5 – Vacancies

The Board of Directors shall fill vacancies on the Board of Directors in any office because of death, resignation, removal, or disqualification by a majority vote of the Board of Directors for the unexpired portion of the term.

Section 6 – Fees and Compensation

Directors shall not receive any compensation, fees, or salaries for their services as Directors.

Section 7 – Regular Meetings

The Board of Directors must conduct at least four regular meetings each year. Minutes of the meeting must be taken and distributed for approval during the board’s next meeting. All board members must attend at least 75% of the meetings each year to maintain their position. If a board member is unable to meet the minimum meeting requirements, they understand that their position may be forfeited.

Section 8 – Special Meetings

The President or any three (3) directors may call special meetings of the Board of Directors.

Section 9 – Place of Meetings

Meetings of the Board of Directors shall be held at any place designated by the President and approved by the Board of Directors.

Section 10 – Notices

Written notice of the time and place of meetings of the Board of Directors shall be communicated to all board members at least twenty (20) days before any meeting.

Section 11 – Quorum

Eight (8) members of the Board of Directors shall constitute a quorum for the transaction of business. A majority of those present and voting at any Board of Directors Meeting will be required to act.

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Article IX – Executive Committee

Section 1 – Composition

The Executive Committee shall be comprised of the President, President-Elect/Learning Officer, Vice President, Secretary/Treasurer, Immediate Past President, and Executive Director (ex-officio).

Section 2 – Powers

The Executive Committee has the authority to act for the Board of Directors in all matters except for those reserved for the Board by the Bylaws and by the authority delegated to the Committee by the Board. The actions taken by the Executive Committee must be submitted for ratification at the next Board meeting. Regarding ESCA’s day-to-day operating business, the Executive Committee may vote in closed sessions to move forward as necessary. However, any new business or items that bind ESCA for more than 12 months and any items that have a fiscal impact on ESCA must be presented to and voted on by the entire Board of Directors. If a quarterly meeting is not scheduled or compressed timelines require it, a special meeting may be called and conducted electronically or in person.

The following is a guideline for decision-making.

ESCA Approval Matrix: Categories and Levels of Decision Making

Category	Board of Directors	Executive Committee	Management
Advocacy	Represent ESCA and its members	Represent the BOD and the industry	Responsible – Recommends and executes on behalf of the boards and its members.
Events	Informed	Consulted	Binding Decisions (2-Person Review)
Financial	Greater than 1 year	Treasurer $5,000+	Responsible
Intellectual Property	Binding Decisions	Propose	Propose
Meetings and Committees	Binding Decisions and Action	Propose	Propose
Media Relations	Informed	Consulted	Binding Decisions
Membership Structure	Binding Decision	Consulted	Responsible
Membership Administration	Consulted	Consulted	Daily Transactions
Strategic Initiatives	Binding Decisions and Action	Propose	Propose
Operating Requirements	Informed	Consulted	Binding Decisions

Section 3 – Meetings

Meetings of the Executive Committee for any purpose or purposes may be called, at any time by the President or Executive Director. Minutes from these meetings shall be recorded and distributed for approval at the next meeting of the Executive Committee and the Board of Directors.

Section 4 – Notices

Written or verbal notice of the executive committee meetings’ time and place shall be given to each member at least forty-eight (48) hours before any meeting.

Section 5 – Quorum

A majority of the Executive Committee shall constitute a quorum.

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Article X – Executive Director

Section 1 – Executive Director

The Board of Directors shall engage an Executive Director. The Board of Directors shall specify the terms of employment for the Executive Director.

Section 2 – Duties

The Executive Director shall be the Chief Executive of the Association. Under the direction and supervision of the Board of Directors and the President, the Executive Director shall manage and direct all activities of the Association and shall be responsible to the Board.

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Article XI – Committees

Section 1 – Standing Committees

The President shall appoint the standing committees.

Section 2 – Committees and Task Forces

The President is responsible for establishing and dissolving committees, subcommittees, and task forces as needed, provided that such actions do not violate any other Bylaws provisions. Once appointed, the President will define the committees’ responsibilities, as well as their sub-committees and task forces. The directors must serve on at least one committee through election or appointment by the President.

Section 3 – Nominating Committee

The Immediate Past President, who shall serve as the Chairman, shall select members of the committee. At least ninety (90) days before the annual meeting, the Nominating Committee shall prepare a slate of candidates for each directorship for presentation to the Board of Directors for approval.

Additionally, the Nominating Committee shall be responsible for onboarding new board members and providing them with all necessary information and training to enable them to carry out their duties effectively. The President shall also ensure that new board members are introduced to the existing board members and the staff during onboarding.

Section 4 – Finance Committee

This committee will ensure that the organization’s financial matters are handled to the highest possible standard, supporting the ESCA mission. The Finance Committee is charged with accomplishing this objective through financial oversight, management, and recommendation, including the following:

1. Develop a fiscal policy for ESCA.
2. Participate in the development and recommend an annual budget to the board of directors.
3. Develop special funding programs as needed.
4. Act as the audit committee for contract management, controlled funds, and financial reporting.
5. Direct the investment of surplus funds.
6. Recommend to the board of directors the use of or the building of reserves.
7. Support the ESCA mission through financial oversight and management.

The Secretary/Treasurer will be the standing chairman of this committee. The committee will consist of five members of the Executive Committee.

Section 5 – Membership Committee

This committee aims to ensure the active recruitment of new members and the retention of current members through developing a recruitment and member retention program. This committee also ensures that the membership rolls of ESCA are kept up to date and that all membership criteria are adhered to as stipulated in these bylaws. This committee will also work closely with staff members to identify and develop new programs to meet the changing needs of the membership.

The President shall appoint a chairperson for this committee, who will in turn appoint members to serve on the committee.

Section 6 – Other Committees

Other committees may be established or disbanded, from time to time, by the President and the Board of Directors.

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Article XII – Non-Liability and Indemnification

Section 1 – Insurance

The Association shall purchase such insurance as required to protect the Officers, Directors, Executive Director, and employees who establish and execute the Association’s policies, programs, and activities.

Section 2 – Indemnification

Each present and future Director and Officer and each agent or employee, whether or not then in office, shall be indemnified by the Association as outlined in the Articles of Incorporation.

Section 3 – Dissolution

The decision to dissolve this Association will become effective after a two-thirds majority vote of the Board of Directors. In the event of dissolution, the Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws. No member of the Association shall have rights or interest in or to the property or assets of the Association. In the event of the dissolution of the Association, the Board of Directors shall distribute any assets remaining after the discharge of all liabilities for charitable, scientific, or educational purposes.

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Article XIII – Elections and Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt or as may be directed by the Board of Directors.

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Article XIV – Finance and Records

Section 1 – Fiscal Year

The fiscal year of the Association shall be the calendar year.

Section 2 – Contracts

The Board of Directors has the power to authorize any officer, agent, or employee to enter into contracts or execute instruments in the name of the Association, subject to the provisions of these Bylaws. Such authorization can be either general or specific. However, no officer, agent, or employee can bind the Association by any contract or agreement, pledge its credit, or make it liable for any purpose or amount unless authorized to do so by the Board of Directors. Please refer to the ESCA Approval Matrix: Categories and Levels of Decision Making for further clarification.

Section 3 – Books and Records

The Association shall maintain accurate and complete books and records of accounts, as well as minutes of the proceedings of its members, Board of Directors, and Executive Committee.

Section 4 – Financial Review

The Secretary/Treasurer shall order, by 120 days after the close of the fiscal year, a detailed examination and financial review of the books and accounts of the Association by a certified public accountant and render a report in writing to the Board of Directors. Unless otherwise directed by the Board, this financial review will be conducted for the preceding fiscal year. All books and records of the Association shall be available for the inspection of any member. All regulations for the state of Nevada, for which the Association is organized, shall be strictly adhered.

Section 5 – Disbursements

Association funds may be disbursed as determined by the Board of Directors.

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Article XV – Bylaws

Section 1 – Binding

These Bylaws and any amendments shall be binding on all members.

Section 2 – Amendment

These Bylaws may be amended or repealed by a 2/3 majority vote of the Board of Directors. Amendments to the Bylaws shall be made available to each voting member thirty (30) days in advance of the next meeting of the membership. Amendments to these bylaws will take effect upon filing with the State Corporation Commission, where the Association is currently registered.

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Ratification

These dates are to be changed when ratified and filed:

• Approved: May 20, 2001, Secretary/Treasurer
• Approved: March 26, 2005, Secretary/Treasurer
• Approved: June 11, 2006, Secretary/Treasurer
• Approved: March 29, 2007, Secretary/Treasurer
• Approved: June 15, 2011, Secretary/Treasurer
• Approved: January 29, 2018, Secretary/Treasurer
• Approved: March 18, 2022, Secretary/Treasurer
• Approved: June 2, 2023, Secretary/Treasurer
• Approved: June 29, 2025, Secretary/Treasurer