Bylaws

updated February, 2008

Philadelphia Association for Financial Professionals, Inc.

Bylaws

I. NAME, PURPOSE, AND AFFILIATION

1.   The name of the Corporation is Philadelphia Association for Financial Professionals, Inc. (PAFP) or such other name as may be determined by the Board of Directors and is incorporated under the laws of the State of Pennsylvania. The registered offices of the PAFP will be determined annually by resolution of the Board of Directors.

2.   The purpose of the PAFP is to provide technical and professional education in the area of treasury management and related fields to its members through presentations by subject matter experts and to provide a forum for the exchange of non-proprietary information among its members.

II. MEMBERSHIP
1.   In all cases, the Board of Directors has the final authority to determine qualification for membership and shall not in any way act in restraint of trade via membership determination.

2.   Membership in the PAFP is by individual. Voting rights will be limited to no more than two voting members per organization.

3.   Any member may be suspended or terminated for cause. Suspension or expulsion shall be by two-thirds vote of the entire Board of Directors; provided that a statement of the charges shall have been sent by certified or registered mail to the last recorded address of the member at least twenty (20) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel, to hear and cross examine witnesses against him/her, and to present any defense to such charges before action is taken.

4.   Upon written request signed by the suspended or terminated member and filed with the President, the Board of Directors may, by two-thirds vote of the entire Board of Directors, reinstate such suspended or terminated member to the PAFP upon such terms as the Board of Directors may deem appropriate.

5.   Membership in the PAFP is not transferable or assignable. Once a member leaves a corporation, the corporation’s new employee must complete a new membership application.

6. PAFP members who are displaced and between positions are offered a suspension in membership dues during the period of unemployment for up to one full membership year. Individuals must have been a PAFP member the previous calendar year and agree to remit dues to re-establish paid membership status should they become re-employed during the grace period membership year. This service is a one-time only benefit unless agreed by a two-thirds vote by the Board of Directors.

III. MEETINGS
1.   Meetings of the membership shall be held at a location determined by the Vice President as part of the meeting planning process and communicated to the membership at least thirty (30) days prior to the meeting date or as soon as practically possible.

2.   The PAFP will conduct at least six meetings including an annual meeting of the membership during each fiscal year.

3.   An annual meeting will be held at least once during each fiscal year. At least thirty (30) days prior to the meeting, or as soon as practically possible, the Board of Directors will provide each member of record (for purposes of this section "member of record" shall be defined as those members as of ninety (90) days prior to the annual meeting) with a Notice of Meeting, a slate of candidates for election, and a ballot of election.

4.   Special meetings may be called by the Board of Directors which will require the same due notice to the membership as the annual meeting, and an agenda is to be included in the Notice of Meeting.

5.   Resolutions, exclusive of Amendments to these Bylaws, can be placed before the membership by any of the following procedures:
   a)   By resolution adopted by a majority of the Board of Directors and submitted to the Board of Directors at least thirty (30) days prior to a membership meeting; or
   b)   By written submission of a resolution signed by two-thirds of the members in good standing as of the date of submission and submitted to the Board of Directors at least thirty (30) days prior to a membership meeting. Electronic signatures are acceptable for these purposes.

6.   Each member is allowed to bring one guest to each meeting. Approval for additional guests is based on space availability and is at the discretion of the Board of Directors. Guests are required to pay any fees associated with the meeting prior to the start of the meeting. Any one individual who has been a guest at two meetings in a fiscal year must become a member before attending further meetings.

IV. FISCAL MATTERS
1.   The fiscal year of the PAFP will be January 1 through December 31.

2.   The amount for annual membership dues and any other special fees are to be determined by the Board of Directors.

3.   Membership dues are payable annually by March 1.

4.   Members in good standing are defined as individuals whose membership dues are not in arrears. Membership may be terminated if dues are not paid by April 30.

5.   Only the President, Treasurer and their designees can be authorized check signers. The above-mentioned officers, acting together, may open, maintain and close bank accounts on behalf of the PAFP.

6.   A financial review will be conducted annually by the PAFP Board of Directors and a report made annually to the membership no later than April 30.

7.   Service in any elected or appointed position as PAFP officer or member of the PAFP Board of Directors is strictly on a volunteer basis. Any and all out of pocket PAFP related expenses incurred by the above-mentioned individuals shall be reimbursed.

V. VOTING AND ELECTIONS
1.   Nominations of PAFP officers and Board of Directors will be solicited annually in September.

2.   Ballots will be mailed annually in October to all members. Only the first two votes received from an organization will be counted.

3.   Candidates receiving the simple majority of returned ballots would be elected to office and to the Board of Directors.

4.   Vacancies in any office shall be filled by appointment by the Board of Directors. Appointed officers serve only until the next scheduled election of officers.

VI. OFFICERS OF THE PAFP AND SUCCESSION
1.   The officers of the PAFP are elected to a one-year term from January 1 through December 31. All officers concurrently serve on the PAFP Board of Directors.   Officers are encouraged to create committees as needed to assist in the execution of their duties and increase the involvement of the membership.

2.   The officers' responsibilities are outlined below:
   a.   President. The President is the Chairman of the Board and Chief Executive Officer of the PAFP. The President shall supervise all business activities, preside at all meetings, represent the PAFP in AFP affairs, and may execute in the name of the PAFP any authorized contract, obligation or other financial instrument. All officers will report to the President.

   b.   Vice President. The Vice President shall assist the President in the execution of the activities of the PAFP, and in the absence of the President will function in that capacity. The Vice President is also responsible for organizing the PAFP's representation at the AFP National Conference. The Vice President is responsible for obtaining the meeting speakers and locations and ensuring a strong, professional educational program for the members. The Vice President is responsible to verify and sign all bank statements for reconciliation and control purposes. The Vice President automatically succeeds the President for the following fiscal year.

   c.   Secretary. The Secretary shall be responsible for maintaining and distributing complete and accurate minutes of each meeting. In addition, the Secretary shall be responsible for attendance records. The Secretary will accept nominations for officers and the Board of Directors and administer elections.

d. Treasurer. The Treasurer will collect dues and disburse all funds, as authorized by the PAFP President and will manage and be the principal signer on PAFP bank accounts. The Treasurer will maintain all financial records and prepare and present the budget and financial statements of the PAFP to the Board of Directors by January 31 and the membership no later than October 31 annually. The Treasurer has primary responsibility for all IRS and legal filings and reporting for the PAFP. The Treasurer will provide an updated income statement and statement of cash flows to the Board of Directors quarterly. A finalized balance sheet of the fiscal year must be completed by the Treasurer no later than April 30.

3.   Secretary and/or Treasurer can run for re-election with the following limitation. Secretary and Treasuer terms by election are limited to two consecutive terms.

4.   The officers collectively have responsibility to retain and organize all relevant legal, financial and other documentation of the PAFP.

5.   The order of succession of the officers of the PAFP and Board of Directors is as follows:

· President

· Vice President

· Secretary

· Treasurer

· Membership Chairperson

· Communications Chairperson

· Conference Chairperson

VII. BOARD OF DIRECTORS
1.   The Board of Directors is comprised of all PAFP officers, the two preceding PAFP Presidents, and non-officer members as described below. Events Coordinators are not members of the Board. The current PAFP President is the Chairman of the Board.

2.   The Board is the governing body of the PAFP.

3.   The Board shall hold regular meetings and minutes shall be kept by the Secretary.

4.   All minutes, financial records, and other documents shall be retained indefinitely.

5. Non-officer members are as follows:

a. Communications Chairperson. The Communications Chair is responsible for overseeing the PAFP Website and shall be responsible for all mailings and correspondence to the general membership including oversight of eRSVP and maintenance of master mailing list.
        1. Website:
          (a) The PAFP maintains a Website on the Internet for the purpose of providing information to members and other interested parties about the PAFP.

          (b) The officers of the PAFP shall designate a "Webmaster" to maintain the PAFP website. Volunteers for this position may be solicited from the membership or other sources as agreed by the Board of Directors. The Webmaster term of responsibility is not subject to the "term of office", as described for PAFP officers. However, a minimum of one-year commitment should be sought for this responsibility.

          (c) Under the direction of the PAFP Communications Chair, the PAFP Webmaster shall be responsible for maintaining the PAFP Website. With regards to the information provided on the Internet via the PAFP Website, the Communications Chair shall have responsibility for content. The Webmaster shall have discretion with regard to format and the use of graphics to illustrate the content of individual pages. The Webmaster shall refer all questions regarding the appropriateness of format and images to be used on the PAFP website to the PAFP Communications Chair for approval.

          (d) The Webmaster shall not change any access information for the PAFP website (location, username, or passwords) without prior approval of the PAFP Communications Chair. If such changes are required, the Webmaster shall provide details of the changes, including new user names and passwords in writing to the PAFP Communications Chair within 3 days of the changes.

b.   Membership Chairperson. The Membership Chairperson will be responsible for membership badges, maintaining and keeping current the membership list and distributing this list to the Board of Directors and AFP for purposes of information exchange. The Membership Chairperson will be responsible for the processing of membership applications, including mailing applications to prospective members. Members are required to notify the Membership Chairperson for changes of corporate affiliations, address changes, and changes to CTP/CCM status.

c. Conference Chairperson: The Conference Chairperson will be responsible for the hiring of a Trea$ury Initiatives Consultant (if needed), and for oversight of all Conference related planning activities, including development and oversight of the Conference Budget. The Conference Chairperson will be responsible for ensuring the PAFP President and Board are apprised of all Conference activities on a regular basis. The Conference Chairperson is also responsible for presenting Conference updates at regular PAFP meetings, and for ensuring that the PAFP Communications Chairperson receives information for posting on the Website and distribution to members.

d. Conference Co-Chair. The Conference Co-Chair assists the Conference Chairperson and will assume the role of Conference Chairperson the following year.

e. Partnership Chairperson. Will be responsible for identifying and communicating with other professional associations in the area to develop joint events and activities.

f. Public Relations Chairperson. Responsible for advertising association activities outside of the membership.

g. Education Chairperson. Responsible for arranging annual CTP exam preparation class and PAFP scholarship program.

   h.   Events Coordinators. The position of Events Coordinator shall be a volunteer position for the duration of the process to plan and execute their specific event(s). Events Coordinators do not serve on the Board of Directors, and are not required to regularly attend Board meetings. The PAFP Board may determine the number of Events Coordinators to be elected annually, based on anticipated needs.

Under the direction of the Vice President, Events Coordinators will administer PAFP sanctioned programs. Administration may include coordination of facilities and logistics, solicitation and coordination of PAFP volunteers, communications regarding the events, and officiating on the day of the event. Events Coordinators may not enter into any financially or legally binding contracts on behalf of the PAFP. All expenses to be incurred in the planning or delivery of a PAFP Program require approval of the PAFP Board of Directors prior to the expenditure.

VIII. INDEMNIFICATION
1.   The PAFP shall indemnify each present or former Director, Officer, and Appointee (and their executor, administrator and heirs), against expenses (including attorney's fees) actually and necessarily incurred by him/her in connection with the defense of any litigation to which the individual may have been a party because he/she is or was a Director, Officer or Appointee of the PAFP. The individual shall have no right to reimbursement, however, in relation to matters as to which he/she has been adjudged liable to the PAFP for negligence or misconduct in the performance of his/her duties, or was derelict in the performance of his/her duty as Director, Officer, or Appointee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his/her office or appointment. The right to indemnity for expenses shall also apply to the expenses of suits, which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, Officer or Appointee may be entitled.

IX. AMENDMENTS TO BYLAWS
1.   Amendments to these Bylaws may be adopted by any one of the following procedures:
   a.   By resolution adopted by a majority of the Board of Directors and after a thirty (30) day comment period is offered to members in good standing; or

   b.   By written submission of a resolution signed by two-thirds of the members in good standing as of the date of submission and submitted to the Board of Directors.

2.   All amendments to these Bylaws will be communicated to members of good standing as quickly as practical, but no later than thirty (30) days after either the adoption of the Board resolution or the receipt of the written submission.

X. OTHER ASSOCIATIONS
1.   The PAFP may establish a relationship with other associations, including other regional cash or treasury management associations, upon approval of the Board of Directors.

XI. DISSOLUTION
1.   Upon dissolution of the PAFP, any funds remaining after payment of all obligations shall be distributed pro rata to current PAFP members in good standing.

XII. TREA$URY INITIATIVES
1.   The PAFP from time to time sponsors the Trea$ury Initiatives Conference. The Conference may be sponsored in conjunction with other associations or groups as agreed by the Board of Directors.

2.   Funds related to the Trea$ury Initiatives Conference shall not be commingled with the funds of the PAFP. The PAFP maintains a separate bank account for all Trea$ury Initiatives funds. Excess conference funds may be used to supplement operational cash deficiencies during the year.

3.   Once the Conference budget has been completed, the approval of the participating association Presidents must be obtained. The Conference Chairperson is responsible for the approval of payment of all Conference expenses in accordance with Conference budget guidelines.

4.   Disposition of the Trea$ury Initiatives Conference funds shall be with the concurrence of the Board of Directors of the PAFP and participating associations.

5.   A Conference Consultant is chosen annually by both the PAFP and participating associations and must be approved by the PAFP Board of Directors.