What's Next for IAEM Rebranding?

With name-change vote thrown out, group faces questions about process

By Heidi Genoist -- Tradeshow Week, 1/2/2006

With their name-change proposal thwarted, leaders of the Intl. Assn. for Exhibition Management now face a dual challenge: how to move past the bad feelings and get on with their plan.

During the group's recent annual meeting in Atlanta, outgoing Chairman Chris Brown surprised some members by proposing that IAEM change its name to the Intl. Assn. of Events & Exhibitions.

The new name would fit with the association's ongoing reinvention and better reflect the diversity of professionals that produce face-to-face gatherings of buyers and sellers, said Brown, vice president of meetings and conventions for the Natl. Assn. of Broadcasters.

But when a vote was called less than two days later, some members took issue with what they saw as a surprise attack; others questioned the larger ramifications of the name change.

After a show of hands was too close to call, proctors hand-counted ballots. The vote finally was thrown out for what officials said was a lack of a quorum, leaving IAEM members to wonder what would happen next.

Now, incoming Chairman Sandy Angus must add overcoming the name-change controversy to his list of this year's goals. It already included a new focus on international business, industry advocacy and a model for calculating exhibiting ROI.

Despite the controversy, Angus sees a place for events in the exhibition business — which he and others believe should be reflected in a new name for IAEM. "This is not about weddings and bar mitzvahs. All the growth that's coming out of the industry is coming out of the events sector. IBM puts $100 million into its event marketing budget. That's not just for tradeshows," he said.

IAEM President Steven Hacker said the name change should not have been a surprise to members, who could have read about it on the association's Web site or heard about it at regional meetings.

"This association needs to serve as a provocateur of discussion," he said during a press conference at the annual meeting. "We achieved that today."

Still, Angus acknowledged that he's inherited an unexpected challenge. When asked how he would confront it, he said, "We'll have to persuade others why it's important. We must convince people that these changes are in their best interest."

That may be the easy part. Surveyed at the exhibition during IAEM's annual meeting, most members voiced support for the name change itself.

"I think it's a good thing any time you show your diversity and keep up with the times," said Gregg Caren, SMG vice president of operations and business development. "It's the right time to do it, since IAEM just revamped the membership."

But some members believed it could have been handled better. Mary Upton, vice president of operations for the ASI Show, said she thought the membership felt unprepared to vote. "IAEM simply did not handle the information flow very well," she said. "It seemed to me to be a case of myopia, where the board was very familiar with the proposed change, but membership had not had time to digest it."

However, she said Brown coped with the situation well "on his feet."

Members also raised questions about the procedures IAEM used, particularly about whether state law or its own bylaws apply.

Peter Eelman, vice president of exhibitions for AMT — the Assn. for Manufacturing Technology, recalled when his group changed its name from the Natl. Machine Tool Builders' Assn. in 1988. AMT is incorporated in Washington, D.C., and governed by District of Columbia law — unlike IAEM, which is governed by Texas state law.

However, Eelman noted, "I'm not sure it's D.C. law that governed our name change, as much as our own bylaws. That was something I wondered about IAEM — the difference between bylaws and state law in this situation."

When members asked about what they perceived as the sudden vote during the annual meeting, IAEM legal counsel Shannon Ratliffe said the name change could pass with a two-thirds approval of a live quorum, but would require unanimous approval by mail-in vote.

Michael Silverman, vice president and general counsel for SmithBucklin, which manages about 185 associations, said association bylaws, not state law, normally apply to name changes. "The change of an association's name is pretty easy. The board needs to vote on it in accordance with its bylaws, and then an amended articles of incorporation needs to be filed with the secretary of state where the group is incorporated."

But Hacker said that state law takes precedence over bylaws. "Associations are specifically obligated to conform to the requirements of state law as a condition of their exemption from taxation," he said.

IAEM's bylaws may be modified by a majority of the board of directors, according to the document on the group's Web site. To amend or repeal the bylaws, "recommendations of the board of directors shall be sent to each voting member 30 days in advance of the next meeting of the members. A two-thirds vote of the members entitled to vote at such meeting shall be required for the adoption of the proposed amendment," the document reads.

IAEM's bylaws also require the organization to give voting members at least 30 days' notice of a special meeting. The notice must state the place, day and time of the meeting, as well as who called the meeting and the meeting's purpose.

Hacker acknowledged during the press conference that members weren't given specific notice of the business meeting scheduled during the annual gathering to vote on the name change.

IAEM did not respond to inquiries about whether the proposed name change and vote were in accordance with the bylaws; nor did it furnish the Texas law that reportedly requires unanimous approval of changes proposed and voted on by mail-in ballot.

"One thing an organization has to be concerned about is whether its bylaws are written so that change is so onerous that it's virtually impossible," said Eelman. "You can't get unanimous votes on where to go to lunch — even if you have five people."