Mid-Atlantic Association for Financial Professionals

MAAFP Bylaws

(As amended May 1993, May 1994, May 1996, May 2004, May 2010 and May 2012)

I. Name and Purpose

The name of the Corporation is the Mid-Atlantic Association for Financial Professionals (MAAFP). It was incorporated under the laws of the State of Maryland. MAAFP was created for the purpose of establishing a forum for the exchange of concepts and techniques related to the endeavor of improving treasury management and its related areas.

II. Membership

A. The “Practitioner Member” shall be a person who is a full-time employee of a business, government or non-profit entity who is a participant in the treasury and/or financial functions of that entity. It is the intent of these bylaws to exclude from consideration as a Practitioner Member any individual whose primary job responsibilities are those of supplying goods or services to the treasury management industry. Any Practitioner Member who retires, becomes unemployed or whose job responsibilities change to not involve treasury and/or financial functions may request to automatically become an Associate Member.

B. The “Associate Member” shall be the person who does not meet the criteria for a Practitioner Member, but who is actively involved or interested in treasury and/or financial activities, including without limitation such activities as commercial banking, investment banking, and consulting services.

C. An “Education Associate Member” shall be a person who does not meet the criteria for a Practitioner Member, but who is a faculty member in a business-related discipline, a senior undergraduate business student, or graduate business student from an accredited college or university. Education Associate Members shall have no voting rights and shall be prohibited from being an officer of the MAAFP.

D. The Board of Directors will review and approve each application for membership and may review the qualifications of any member.

E. Any Practitioner Member, Associate Member, or Education Associate Member may be removed from membership by the Board of Directors when it is felt to be in the best interest of MAAFP.

III. Fiscal Matters

A. The fiscal year of the MAAFP is January 1 to December 31.

B. Dues shall be determined by the Board of Directors and shall be payable by January 15, for the current fiscal year.

C. The Officers acting together are empowered to open, maintain, and close bank accounts on behalf of the MAAFP. The authorized signers on bank accounts shall be the President, Vice President, Secretary, Treasurer, any one (1) of which must sign each check or other withdrawal authorization upon approval by a second Officer.

IV. Meetings

A. The annual meeting will be held in the second quarter of each year. The agenda for the meeting will include but not be limited to the following:

1. A complete fiscal report on MAAFP to be prepared by the Treasurer for the previous fiscal year and first quarter for the current fiscal year.

2. A “State of the MAAFP” Report to be prepared by the President in writing and presented to the meeting.

3. Election of Officers and Directors. Candidates may be nominated by the Board of Directors and by voting members. Nominations submitted by members must be submitted at least thirty (30) days prior to the date the election of Board members is to take place.

B. Meetings will be held as designated by the Board of Directors, but there shall be not less than three (3) such meetings that shall provide a total of at least twelve (12) CTP/CCM credits each year.

C. Special meetings may be called by the President or the Board of Directors.

D. The place of all meetings shall be established by the President and/or the Board of Directors, whichever has called the meeting.

E. Written notice of each meeting of the members shall be either mailed, postage prepaid by the Program Chairperson, to each such member of record at his post office address, as it appears on the books and records of MAAFP or sent via electronic mail at his e-mail address, as it appears on the books and records of the MAAFP, at least ten (10) days before such meeting. Each such notice shall state the place, day and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

F. At any meeting, a Practitioner Member, Associate Member, or Education Associate Member may bring guests, with prior permission of the Chairman of the committee responsible for meetings and upon the payment of a guest fee that will be determined from time to time by the Board of Directors.

V. Voting and Elections

A. Voting and elections may take place at any meeting or may take place by mail or e-mail. Practitioner Members and Associate Members shall have the right to vote. Whenever a vote is taken, each such member shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing, bearing a date not more than three (3) months prior to such vote, unless said instrument provides a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. The Secretary or his/her designee will cast the proxy votes.

B. A quorum for any vote shall be the vote in person or by proxy of at least fifty-one percent (51%) of the number of members who are eligible to vote.

C. In any vote for which a quorum is achieved, the affirmative vote of a majority of votes cast in person or by proxy shall be sufficient to authorize any corporate action and to conduct all business unless specifically provided otherwise in these Bylaws.

D. Voting rights shall be limited to no more than two voting members per organization. If more than two employees of an organization are voting members of the MAAFP, those members may jointly decide how their two ballots will be voted, and may select two members to vote on behalf of the group. If more than two employees from the same organization submit ballots, whether in person or by proxy, the first two ballots received from employees of that organization will be counted, and subsequent ballots received from employees of that organization will not be counted.

VI. Officers of the MAAFP

A. The elected Officers of the MAAFP shall be Practitioner Members or Associate Members, and their responsibilities are:

1. President – The President shall be the Chief Executive Officer of the MAAFP, preside at all meetings of the Board of Directors and members, at which he or she is present, and make the annual report to the members. The President shall have general charge of the business and affairs of the MAAFP subject to the control of the Board of Directors, may execute in the name of the MAAFP any authorized corporate obligation or any other instrument and shall perform such other functions as may be prescribed by the Board from time to time.

The President shall manage or supervise the conduct of the corporate finances and relations of MAAFP with its members and with the public. He or she may delegate from time to time such powers as he or she may specify in writing, with such terms and conditions, if any, as he or she may set forth. A copy of each such delegation and of any revocation or change shall be filed with the Secretary.

The President will nominate the chairperson of each committee and will appoint replacements to complete the expired term of any office for which a vacancy occurs, both of which shall be subject to ratification by the Board of Directors. All Officers and committee chairpersons will undertake special projects at the request of the President.

2. Vice President – The Vice-President will assist the President, and in the absence of the President will function in the capacity of the President.

3. Secretary – The Secretary will keep the minutes of the meetings, mail various notices to members, and will perform all other duties relative to the office of the Secretary.

4. Treasurer – The Treasurer will collect dues and disburse all funds of the MAAFP. The Treasurer will maintain a record of cash receipts and disbursements and make an annual report to the membership. The Treasurer will be responsible for the preparation of the annual budget as well as any filings required by Government Agencies and perform all other duties relative to the office of the Treasurer.

B. All Officers shall be elected for a term of one (1) year beginning on July 1 and terminating on June 30.

C. Officers may be elected to the same office without limitation to term succession.

D. No more than two (2) Associate Members may serve as Officers during any one term.

E. Associate Members may not hold the positions of both President and Vice President during the same term.

F. No more than two (2) members from one company and its subsidiaries may hold the post of officer or director of the MAAFP.

VII. Board of Directors

A. The MAAFP shall be governed by a Board of Directors consisting of no less than eight (8) or more than twelve (12) Members with the limitation that at least fifty percent (50%) of the Board shall be Practitioner Members.

1. The President, Vice President, Secretary, and Treasurer, and the immediate past President shall be members of the Board of Directors and shall serve a term of one year, as defined in Section VI, B above.
2. Directors shall be elected to one (1) year term.
3. A quorum for any meeting of the Board of Directors shall be five (5) Directors present in person or participating in the meeting by phone, computer, or other electronic means.
4. In any meeting of the Board at which a quorum is achieved, the affirmative vote of a simple majority of Board members participating in the meeting (whether in person or by phone, computer, or other electronic means) shall authorize the decision being voted on.

B. The Board of Directors generally shall:

1. Monitor the activities of the MAAFP to ensure they comply with the purposes of the MAAFP and these Bylaws.

2. Do all lawful things that it may deem expedient to promote the objectives, purposes and interest of the MAAFP.

3. Hold at least one meeting each fiscal year.

4. Retain and organize all relevant legal, financial and other documentation of the MAAFP.

VIII. Committees

A. The President, with the concurrence of the Board of Directors, may create and eliminate any committees as deemed appropriate for fostering the goals of the MAAFP, and appoint the Chairperson of all committees.

B. The Nominating Committee for Officers and Directors shall be the Board of Directors.

IX. Audit

An auditor shall be appointed by the Board of Directors. The auditor shall not be an Officer or Director of the MAAFP. The auditor’s duties shall include conducting a financial audit or review at least annually, and reporting his/her findings to the Board of Directors.

X. Indemnity

A. As used in this Article X, any word or words defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time (the “Indemnification Section”) shall have the same meaning as provided by and in accordance with the Indemnification Section.

B. MAAFP shall indemnify and advance the expenses to a Director, Officer, employee or agent of MAAFP in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

XI. Amendments to Bylaws

A. Amendments to these Bylaws may be proposed by any one of the following procedures:

1. By resolution adopted by a majority of the Board of Directors.

2. By written submission signed by ten percent (10%) of the members who are eligible to vote and are members in good standing as of thirty (30) days prior to the vote on the proposed amendment(s).

B. All proposed amendments to these Bylaws must be communicated in writing to the members who are eligible to vote at least twenty (20) days before the vote is to be taken, by the Secretary of the MAAFP or his/her designee.

C. In order for a proposed amendment to these Bylaws to be approved, a quorum must be achieved as defined in Section V.B. The affirmative vote of a majority of the votes cast in person or by proxy shall be sufficient to authorize the proposed amendment.

D. Votes on proposed amendments to these Bylaws may be taken at a meeting or at another time, as long as sufficient notice, as described in section B of this Article, is given to all members who are eligible to vote. Such votes may be taken by e-mail.

XII. Relationships with Other Associations

The MAAFP may establish a relationship with other associations, including other regional treasury or financial associations, for the purposes of educational activities, upon approval of the Board of Directors.

XIII. Dissolution

On dissolution of the MAAFP, any funds remaining after payment of all obligations shall be distributed to one or more charitable organizations at the discretion of the Board of Directors at the time of dissolution.

XIV. Rules of Procedure

The rules of procedure at each meeting of the membership and of the Board of Directors and all committees shall be in accordance with Robert’s Rules of Order, in the edition most recently published prior to such meeting, as far as applicable and to the extent not inconsistent with these Bylaws.

XV. Whistle Blower Policy

MAAFP maintains a Whistle Blower Policy for its membership.

It is the policy of MAAFP to have multiple effective means for (i) providing advice to members about acceptable business practices and (ii) reporting possible violations of business policies and illegal or questionable conduct. It also is MAAFP’s policy to remedy violations of the By-Laws and respond appropriately to illegal or questionable conduct.

There will be no retaliation against a person who makes a report merely for having done so. Any person who engages in such retaliation, directly or indirectly, or encourages others to do so, may be disciplined, up to and including termination of membership.

All reports will be investigated thoroughly, and, where warranted, corrective action will be taken promptly. Anyone making a report or otherwise involved in an investigation is expected to provide all relevant information requested from such person in the course of any investigation.

MAAFP Whistleblower Policy

MAAFP members who suspect suspicious illegal or unethical behavior related to MAAFP are to use the following guidelines to report such activity:

The MAAFP President can be informed in writing or anonymously.
If the alleged wrongdoing involves the President, then notification should be sent to any other Officer or Board of Director.

MAAFP Officer and Board of Director contact information is available at the www.maafp.org website.

If any Officer or Board of Director receives information regarding alleged illegal or unethical behavior,

1. That person is to inform the President, Vice President, Secretary, Treasurer and Recent Past President

2. The President and/or Vice President will investigate all valid assertions. The privacy and reputation of the alleged individual(s) involved are to be protected and be confidential at all times during the investigation.

3. If appropriate, matters referred to the President and Vice President will be referred to the Board of Directors if any assertion is confirmed, or if the President / Vice President otherwise believes that the Board of Directors should be made aware of the situation.

There will be no reprisal of any kind for reporting activity associated with this policy. Anonymity will be regarded with value as much as possible for investigation.

Antitrust Guidelines

While some activities among competitors are both legal and beneficial to the industry, group activities of competitors are inherently suspect under the antitrust laws. Agreements or combinations between or among competitors need not be formal to raise questions under antitrust laws, but may include any kind of understanding, formal or informal, secretive or public, under which each of the participants can reasonably expect that another will follow a particular course of action. Each of you is responsible to see that topics which may give an appearance of an agreement that would violate the antitrust laws are not discussed at your meetings. It is the responsibility of each participant in the first instance to avoid raising improper subjects for discussion. This reminder has been prepared to assure that participants in meetings are aware of this obligation. The Do's and Don'ts presented below highlight only the most basic antitrust principles. Each participant in a meeting should be thoroughly familiar with his/her responsibilities under the antitrust laws and should consult counsel in all cases involving specific situations, interpretations, or advice.

Don't

Do not, in fact or appearance, discuss or exchange information regarding:

Individual company prices, price changes, price differentials, markups, discounts, allowances, credit terms, etc., or data that bear on price, e.g., costs, production, capacity, inventories, sales, etc.
Industry pricing policies, price levels, price changes, differentials, etc.
Changes in industry production, capacity or inventories.
Bids on contracts for particular products; procedures for responding to bid invitations.
Plans of individual companies concerning the design, production, distribution or marketing of particular products, including proposed territories or customers.
Matters relating to actual or potential individual customers or suppliers that might have the effect of excluding them from any market or of influencing the business conduct of firms toward such suppliers or customers.

Adhere to prepared agendas for all meetings and object any time meeting minutes do not accurately reflect the matters which transpired.

Understand the purposes and authority of the group.

Consult with counsel on all antitrust questions relating to meetings.

Protest against any discussions or meeting activities which appear to violate the antitrust laws; disassociate yourself from any such discussion or activities and leave any meeting in which they continue.