1 2 3 4 5 6 7 8 9 10 Article I: AMENDMENTS TO CURRENT BY-LAWS, AUGUST 23 National Association of Municipal Advisors Purpose Bylaws 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 The purposes for which the National Association of Municipal Advisors (the Association ) is organized are exclusively those of a business league, to wit: 1.1. To improve the quality of, and user recognition of the need for, municipal advisory services in the area of municipal securities by: 1.1.1. Proposing, sponsoring and endorsing standards, practices, legislation, regulations, rulings and other actions or proposals therefore, intended to protect and promote the best interests of issuers of state and local obligations and their municipal advisory services; REWORDED and moved to 1.1.5 1.1.2.1.1.1. Educating its members and others in matters relating to the field; 1.1.3.1.1.2. Providing a forum for the exchange of ideas and solutions of common problems relating to the field; 1.1.4.1.1.3. Improving the professional qualifications of individuals practicing in the field; and 1.1.4. Setting performance and qualification standards for municipal advisors practicing in the field; and 1.1.5. Monitoring and developing appropriate action on legislative, regulatory, and industry issues that protect and promote the best interests of municipal advisors.. 1.2. To receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income there from and the principal thereof exclusively for the purposes set forth in Section 1.1. 1.3. For the purposes of these Bylaws, the term municipal securitiesmunicipal financial products generally shall mean securities, direct placements, capital leases or other financings issued or used by any State, political subdivision, or municipal corporate instrumentality of a State, including (i) any agency, or authority; (ii) any plan, program, or pool of assets sponsored or established by the State, political subdivision, or municipal corporate instrumentality or any agency, authority, or instrumentality thereof; and (iii) any other issuer of municipal securities, including obligated persons. 1.4. No part of the net earnings of the Association shall inure to the benefit of any director, officer or member of the Association, or any private individual, except that reasonable compensation may be paid for services rendered to or on behalf of the Association affecting one or more of its purposes. Upon dissolution of the Association or the winding up of its affairs, any remaining assets of the Association after having satisfied its outstanding obligations to creditors, if any, shall be distributed pro rata to the members of the Association in good standing at the time of dissolution. 1
42 Article II: Powers 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 The Association shall have such powers as are now or may hereafter be granted by the General Corporation Law of the State of Delaware, but shall exercise such powers only within the restrictions set forth herein. Article III: Offices The Association shall have and continuously maintain within the State of Delaware, a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Delaware as the Board of Directors may from time to time determine. Article IV: Members 4.1. Classes of Members. The Association shall have the following distinct classes of members: 4.1.1. Firm Members. Any person, including a sole proprietorship, partnership, association, for profit corporation or limited liability company, may be admitted as a Firm Member if: 4.1.1.1. it is appropriately registered and in good standing with the Securities and Exchange Commission ( SEC ) and Municipal Securities Rulemaking Board ( MSRB ) as a municipal advisor ( Municipal Advisor, as defined in Article IV, Section 4.2, below); 4.1.1.2. its principal activity is to provide municipal advisory services to state and local governments and/or 501(c)(3) organizations; 4.1.1.3. it is not associated with, or registered as, a broker, dealer or municipal securities dealer; and 4.1.1.4. its municipal advisory activities are its primary business activities (=/> 51%) and it derives a significant portion of its business revenue from fees relating to its municipal advisory activities. 4.1.2. Affiliate Member. Any natural person whose employer is a Municipal Advisor registered and in good standing with the SEC and MSRB but does not otherwise qualify for membership as a Firm Member. 4.1.3. Associate, Academic and Other Member. Any natural person or organization that does not qualify for membership under any other membership category may be admitted as an Associate, Academic or Other Member if such person or organization meets the standards for such membership as established by the Board of Directors from time to time. 4.1.4 Retired Member. Any natural person who has been employed by a Firm Member or other organizational member so registered pursuant to Section 4.1.3 or who has otherwise themselves been a member pursuant to either Section 4.1.2 or 4.1.3 of the Association for at least five (5) consecutive years and who is no longer an active participant within the municipal securities market, other than with respect to such person s personal finances. 4.2. Definition of Municipal Advisor. Municipal Advisor shall have the meaning as set forth in Section 15B(e)(4) of the Securities Exchange Act of 1934. 4.3. Annual Certification. Continued membership is subject to annual certification, including such requirements as established by the Board of Directors from time to time, and shall include, but not be limited to: 4.3.1. Payment of dues; 2
83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 4.3.2. Compliance with these Bylaws and the Rules of the Code of Professional Conduct established by the Board of Directors; 4.3.3. Completion of continuing professional education as applicable and as required by the Association to retain membership or maintain certification; and 4.3.4. Maintaining registration and good standing as a Municipal Advisor with the SEC and MSRB. 4.4. Continued Membership within a Class. Continued membership under a particular class of membership is subject to such requirements as established by the Board of Directors from time to time. 4.5. Certification Program(s). The Board of Directors may establish procedures by which professional employees of Firm Members, and Affiliate Members, may achieve certification as a Certified Independent Professional Municipal Advisor ( CIPMA ). To be entitled to use the CIPMA designation, an individual must meet the eligibility standards for certification as established by the Board of Directors from time to time. In the event that an individual maintaining a CIPMA designation ceases to be employed by a Municipal Advisor firm, such individual s certification shall be suspended until such time as the individual is reemployed by an eligible Firm Member or becomes an Associate Affiliate Member and satisfies all the continuing education and other on-going CIPMA certification requirements. 4.6. Voting Rights. Each Firm Member shall, through a natural person representative selected by each Firm Member, be entitled to one (1) vote, and such vote may be voted in person by such representative or by written ballot according to procedures established by the Board of Directors. Notwithstanding anything to the contrary contained herein, each the Affiliate, Associate, Academic and Other Member classes shall each,together select one themselves or through a natural person representative selected by each member that is an entity, as applicable,and that one person is entitled to be entitled one (1) vote representing that entire non- Firm membership class, and such vote may be voted in person or by written ballot according to procedures established by the Board of Directors, solely for the purpose of electing the Non-Firm Member Director (as defined herein). 4.7. Application for Membership. Any natural person or organization desiring to become a member shall submit an application in the form prescribed by the Board of Directors, which shall approve or disapprove the application in its sole discretion. The Board of Directors may waive a membership requirement if, in its determination, the waiver is not material to the individual s meeting of the objectives of the membership requirements generally; however, Iin no event may the Board of Directors waive a requirement except for associate membership, that an individual(s) be a registered with the SEC and MSRB as a Municipal Advisor(s) or any of the qualifications established herein for designation as a Certified Independent Professional Municipal Advisor. Upon approval and payment of the required dues and initiation fee, if any, the applicant thereupon shall become a member. NOTE - Once Series 50 licensing is in place (Sept 2017) the By-Laws will add the term licensed in addition to registered. 4.7.4.8. Members Dues and Fees. The Board of Directors shall annually prepare a budget for the Association which the Board of Directors shall use as the basis for determining the amount of the annual dues and initiation fee, if any, payable to the Association by members. Such amounts shall be payable at such time or times as may be determined from time to time by the Board of Directors. The Board of Directors may establish different levels of dues and fees for the various classes of membership. Notwithstanding anything to the contrary contained herein, with respect to Firm Members fees, such fees shall be based upon the total number of natural persons for which such Firm Member files an SEC Form MA-I. Special assessments may be imposed from time to time by an affirmative vote of the Board of Directors. 4.8.4.9. Transfer of Membership. Membership in the Association is not transferable or assignable. 4.9.4.10. Termination of Membership. Membership in the Association will terminate upon the occurrence of any of the following events: 3
129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 4.10.1. Upon the death of a natural person member, if an affiliate or sole practitioner Firm Member; 4.10.2.4.10.1. On the failure of a member to pay annual dues within sixty (60) days after mailing of written notice that such payment is due and owing; 4.10.3.4.10.2. On a member s failure to meet the qualifications of membership; or 4.10.3. By the affirmative vote of two-thirds (2/3) majority four-sevenths (4/7) of the members of the Board of Directors then in office on the grounds of a member s failure to comply with these Bylaws or any act of a member which is found to be prejudicial to the purposes, objectives or status of the Association, after an appropriate hearing; and. 4.10.4. Upon the death of a natural person member, if an affiliate or sole practitioner Firm Member. Article V: Meetings of Members 5.1. Annual Meeting. An annual meeting of the members shall be held each year as determined by the Board of Directors for the purpose of transacting such business as may come before the meeting. 5.2. Time and Place of Annual Meeting. The Board of Directors will designate the date and hour, and the place of meeting for any annual meeting. 5.3. Special Meetings. Special meetings of the members may be called only by the President, by a majority of the Board of Directors, collectively, or by the written demand of thirty percent (30%) of all members entitled to vote, and shall be held at any time by any means of communication specified by the Board, and at any place within the United States specified by the party or parties calling the meeting and approved by a majority vote of the Board of Directors. These meetings may be held in person, via telephone or other electronic means. 5.4. Notice of Meetings. A notice stating the place, means of communication to be utilized (if any), day and hour of any meeting of the members shall be delivered to each member entitled to vote at such meeting, not less than ten (10) nor more than forty (40) days before the date of such meeting at the member s mailing email address as shown in the official records of the Association. In the case of a special meeting or when required by statute or these Bylaws, the purpose for which the meeting is called shall be stated in the notice. 5.5. Quorum. Fifty percent (50%) of the members entitled to vote shall constitute a quorum at any regular or special meeting of the members. If a quorum is not present at any meeting of the members, a majority of the member present and entitled to vote may adjourn the meeting from time to time without further notice. 5.6. Manner of Acting. The act of a majority of the voting members present at a meeting at which a quorum is present shall be the act of the members except as otherwise provided by law or these Bylaws. For purposes of this section, the term present shall include voice electronic presence as well as physical presence at any meeting. 5.7. Informal Action by Members. Any action required to be taken at a the annual business meeting of the members of the Association, or any other action which may be taken at a meeting of the members, may be taken without a meeting if written consents setting forth the action so taken shall be signed by a majority of all members entitled to vote with respect to the subject matter thereof. Written consent may take the form of an email or use of other electronic means. No member may act or speak on behalf of the Association without the express authority of the Board of Directors. 5.8. Voting. Shall be conducted by those members entitled to vote as set forth herein under Section 4.6. and in accordance therewith. 5.9. Procedures at Meetings. Robert s Rules of Order as revised from time to time shall govern the conduct of all meetings of the members. 4
172 Article VI: Directors 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 6.1. General Powers. The business and affairs of the Association shall be managed by a Board of Directors except as otherwise provided by law or these Bylaws, which shall be comprised of seven (7) nine (9) members all of whom shall be subject to the terms of this Article VI. This section would be deleted after 1/1/2017. 6.2 Transitional Provision for the Board of Director s Fiscal Year Commencing January 1, 2015. 6.2.1. Notwithstanding any other provisions of this Section, commencing January 1, 2015 and ending December 31, 2016, the Board of Directors shall consist of seven (7) members subject to the following. 6.2.1.12 The Board of Directors shall consist of the President of the Association, a Vice President, two Directors-at-Large, and an Eastern Zone Director, a Midwestern Zone Director and an Western Zone Director, as defined in 6.2.1.2. 6.2.1.23 No person shall be eligible to serve as the Eastern Zone Director unless his or her office is in Puerto Rico or the Eastern Time Zone of the United States at the time of his or her election. No person shall be eligible to serve as the Midwestern Zone Director unless his or her office is in the Central Time Zone of the United States at the time of his or her election. No person shall be eligible to serve as the Western Zone Director unless his or her office is in Alaska, Hawaii, or the Pacific or Mountain Time Zones of the United States at the time of his or her election. There shall be no geographical requirement with respect to the President, Vice President and the Directors-at- Large. 6.2.1.34 Each member of the Board of Directors at the time of his or her election and during the entire period of his or her term must be the designated voting representative of a Firm Member and must be designated as a Certified Independent Professional Municipal Advisor, or other similar designation as determined by the Board of Directors under Section 4.5, herein, and a registered (licensed) Municipal Advisor and is a municipal advisor representative as identified in SEC Form MA-I. 6.2.25 Each member of the Board of Directors elected to begin serving in the 2015 Fiscal Year shall serve a term of two years. Each member of the Board of Directors elected after October, 2015, shall serve a term of two years. The beginning and end date of the term will be the date of the Association s annual meeting in the Board member s corresponding term years. 6.32.2. Post Transitional Board of Directors 6.3.1 Notwithstanding anything to the contrary contained herein, for the Board of Director s fiscal year commencing January 1, 2017, the composition of the Board shall be subject to the following: 6.3.2 The Board of Directors shall consist of: the President, and Vice President, and Past President of the Association, one two (21) Directors-at-Large, one (1) Eastern Zone Director, one (1) Midwestern Zone Director, and one (1) Western Zone Director (collectively, the Independent MA Directors ), and one (1) member who is either an Affiliate, Associate, Academic or Other Member, or a natural person employee of any entity who shall be such a Member (the Non-Firm Member Director ). 6.3.4 No person shall be eligible to serve as the Eastern Zone Director unless his or her office is in Puerto Rico or the Eastern Time Zone of the United States at the time of his or her election. No person shall be eligible to serve as the Midwestern Central Zone Director unless his or her office is in the Central Time Zone of the United States at the time of his or her election. No person shall be 5
222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 eligible to serve as the Western Zone Director unless his or her office is in Alaska, Hawaii, or the Pacific or Mountain Time Zones of the United States at the time of his or her election. There shall be no geographical requirement with respect to the President, Vice President, Past-President, Directors-at-Large, or the Non-Firm Member Director. 6.3.5 Notwithstanding anything to the contrary contained herein, in the event that no member wishes to serve, no member is available to serve, or the Nominating Committee (as hereinafter defined) does not find any available person to be sufficiently qualified to serve, as the Non-Firm Member Director, the Non-Firm Member Director position may be filled by one (1) additional Director-at- Large. 6.4 Qualifications 6.2.2 6.4.1 Independent MA Directors 6.4.1.1. Each of the Independent MA Directors, at the time of his or her election and during the entire period of his or her term, must be a registered with the MSRB and as a MA-I with the SEC,must be a registered MA, designated as a CIPMA and be an employee of a Firm Member. During a time when NAMA is offering the CIPMA exam, Directors need towill be required to have that designation. In the event a Director is serving a term when the CIPMA exam was not being offered at the beginning of their term, but the CIPMA exam is reinstated during their term, such Director will have 90 days to take and pass the exam. 6.4.1.2. Be willing and able to serve a term of two (2) years. and until his or her successor is duly elected and qualified. 6.4.2 Non-Firm Member Director 6.4.2.1. Any Non-Firm Member Director at the time of his or her election and during the entire period of his or her term, or if the Director is an employee of a Member organization, then such Director s employer at the time of his or her election and during the entire period of his or her term, must meet those specification of membership as set forth by the Board of Directors relative to such Member s respective membership category; and 6.4.2.2. Be willing and able to serve a term of two (2) years. and until his or her successor is duly elected and qualified. 6.1. 6.3.4 Ex Officio Members. The immediate past President of the Association shall be an ex officio member of the Board for two (2) years following the expiration of his or her term as President. Such person shall have no voting rights. 6.2. 6.5 Voting. Except as otherwise provided within this Article VI, each Director shall be entitled to vote on any and all matters that shall come before the Board. 6.3. 6.6 Election; Term. 6.6.1. 6.6.1At each Annual Meeting of the members, that number of Directors shall be elected which shall equal the number of Directors whose terms expire that year based upon a vote of the members who are entitled to vote pursuant to Section 4.6. 6.6.2. 6.6.2Each Director shall serve a term of two (2) years. 6.6.3. 6.6.3No person shall serve more than eight (8) four (4)consecutive years on the Board of Directors. If a person has served eight (8)four (4) consecutive years on the Board as a Director, said person must be a non-director for no less than two (2) years prior to being considered eligible for future membership on the Board of Directors. 6.6.4. 6.6.4Notwithstanding the foregoing, a person may serve as President or Vice President without regard to the number of successive terms he or she has served as a Director. No person may serve more than a one two- year two (2) successive termsterm as either President or,vice President, or Past President unless action is requested by the Nominating Committee and approved by the Board of Directors. 6
267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 6.4. 6.7 Regular Meetings. A regular meeting of the Board of Directors shall be held immediately before or after, and at the same place as the Annual Meeting of the members. The Board of Directors may also meet at other times throughout the year, as determined by the President. These meetings may be held in person, via telephone or other electronic means. provide by resolution the time and place for holding of additional regular meetings without notice other than such resolution. 6.5. 6.8 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Directors. The authorized person or persons who call a special meeting may fix any place within the United States, as the place for holding the special meeting. Special meetings may be held by telephonic in person, via telephone or other electronic means. conference. 6.6. 6.9 Notice. Notice of any special meeting shall be given at least 48 hours prior to the meeting, and will be sent by email. previous thereto by written notice delivered by mail, personally, or by e-mail, or by telegram to each director at his business address. If notice is given by e-mail, such notice shall be deemed to be delivered as of the time of transmittal by the sender. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is mailed via USPS, such notice shall be deemed delivered when mailed. Notice may also be given by any telephonic device which delivers a hard copy to the addressee, in which event notice shall be deemed to be delivered as of the date and time of transmission. Any Director may waive notice of any meeting in writing. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting in writing to the transaction of any business because the meeting is not lawfully called or convened. The purpose of a special meeting of the Board of Directors must be specified in the notice or waiver of notice of such meeting. 6.7. 6.10 Quorum. A majority of the number of Directors in office as of the time and date of a meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of such number of directors is present at said meeting, a majority of the Directors present may adjourn the meeting without further notice. 6.8. 6.11 Manner of Acting. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except as otherwise provided by law or these Bylaws. For purposes of this section, the term present shall include voice electronic presence as well as physical presence at any meeting. 6.9. 6.12 Vacancies. Any vacancy that may occur on the Board of Directors, excluding the President, by reason of death, resignation, termination under Section 6.167 hereof, or otherwise, shall be filled by a nomination offered ofby the remaining members of the nominating committee and a vote of the remaining members of the Board of Directors. Such appointee shall serve the remainder of the unexpired term of the Directorship assumed. 6.10. 6.13 12Informal Action by DirectorsBoard Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without the holding of such meeting, if consents setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all the Directors shall have the same effect as a unanimous vote. 6.11. 6.14 Compensation. Directors shall not receive any compensation for their services as Directors, but the Board of Directors may authorize reimbursement for any expenses incurred by a Director in the performance of his or her duties. 6.12. 6.15 Presumption of Assent. A Director of the Association who is present at a meeting of the Board of Directors at which action on any matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her dissent to such action with the person acting as the Secretary of the meeting before the 7
313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 adjournment thereof or shall forward such dissent by registered mailemail to the Secretary of the Association within one business day after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 6.13. 6.16 Procedures at Meetings. Robert s Rules of Order as revised from time to time shall govern the conduct of all meetings of the Board of Directors. 6.14. 6.17 Termination of Directorship. Notwithstanding any other provision hereof, including conclusion of service, a directorship will be considered vacant and the incumbent s tenure terminated upon his or her death or resignation, the termination of his or her status as a member entitled to vote, or his or her failure to attend three consecutive regular or special meetings of the Board of Directors, unless such absence is waived by the Board of Directors. 6.15. 6.18 Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of each of which shall be a natural person who are themselves employees of association members, and Directorsassociation members, and one or more Directors. Committees shall, which committees, to the extent provided in said resolution, shall have and exercise the authority given to them by the of the Board of Directors that are reflective of the in the management policies and strategic plan of the Association. The, but the designation of such ccommittees and members of each Committee the designation thereto of authority shall not operate outside of the jurisdiction provided to them by the Board of Directors nor do Committees to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it, him or her by law. The President shall may serve as an ex officio member of all committees. Article VII: Officers 7.1. Composition and Purpose.Number. There shall be three (3) Executive Officers of the Association (the Executive Committee ): Past President, President, and Vice President, and Treasurer, and Secretary.. There may be other officers of the Association as set forth in Section 7.10. In addition to the responsibilities outlined below for each officer, the Executive Committee shall serve to address items where a preliminary discussion is needed before full Board consideration, full Board action is not required but assistance is requested by the Executive Director, or action is needed in a timely manner. The Executive Committee shall also serve to review contracts, including that of the Executive Director, and assist with the annual review of the Executive Director. 7.2. Eligibility. In order to be eligible to serve as an Officer, a person must be a Director or Officer during the time he or she is nominated, through and including the term of office. Any two or more offices may be held by the same person, except the executive offices of President, Vice President, Treasurer and Secretary, which shall be held by one person. Notwithstanding the foregoing, an Executive Officer may hold another officer provision so long as that position is created under the terms of Section 7.10. 7.3. Election and Term of Office. 7.3.1 The President and Vice President shall be elected by the members entitled to vote. The executive officers of the Association, other than the President and Vice President, shall be elected annually by the Board of Directors at the Annual Meeting of the Board. Any executive officer position may be filed by a current Director. 7.3.2 President and, Vice President and Past President shall each serve a term of two (2) years, one (1) year, subject to the term limitations set forth in Section 6.56.4. Treasurer and Secretary shall each serve a term of one (1) year and shall not subject to any term limitations. If the election of executive officers shall can not be held at such Annual Meeting, such election shall be held as soon as thereafter as convenient. Vacancies may be filled at any meeting of the Board of Directors. 8
358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 Each executive officer shall hold office until his or her successor is duly elected and qualifies, his or her death, he or she shall resign, he or she shall cease to be a CIPMA or a Director pursuant to Section 6.17., or he or she shall have been removed in the manner hereinafter provided, whichever is earlier. 7.3.3 The election of a person as an officer shall not of itself create any employment or other rights in favor of such person except as expressly provided herein. 7.4 Removal. Any officer of the Association may be removed by a two-thirds majority vote of the Board of Directors whenever in its judgment the best interests of the Association would be served by such action. Sthereby, but such removal shall be without prejudice to any rights, if any, the person so removed may have by virtue of any duly authorized and executed written agreement between the Association and the person. 7.5 Vacancies. A vacancy in of any officer may be filled by the Board of Directors for the unexpired portion of the officer s term. If an officer s Firm terminates its NAMA membership, Termination of voting membership in the Association of an the officer automatically renders his or her office vacant. 7.6 President. The President shall be the principal executive officer of the Association and shall in general supervise and lead the control all of the business and affairs of the Association and shall preside at all meetings of the Board of Directors. The President may sign, with the Treasurer, Secretary or any other proper officer of the Association so authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. 7.7 Vice President. At the request of the President, or in the event of the President s absence or disability, the Vice President shall perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe. 7.8 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X of these Bylaws, and in general perform all the duties incident to the officer of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. If required by the Board of Directors, the Association shall bond the Treasurer for the faithful discharge of his or her duties in such sum and with such sureties as the Board of Directors shall determine. The Treasurer shall attend any and all Board Meetings, but shall not have any voting rights as a Director. 7.9 Secretary. The Secretary shall prepare, or cause to be prepared, the minutes of the members and of the Board of Directors meetings in one or more books provided for that purpose., see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, by custodian of the corporate records and all documents, the execution of which on behalf of the Association are duly authorized in accordance with the provisions of these Bylaws, keep a register of the post office address of each member which shall be furnished to the Secretary by such member, and. The Secretary shall also perform in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Secretary shall attend any and all Board Meetings, but shall not have any voting rights as a Director. 9
403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 447 448 7.10 Past President. The immediate Past President of the organization shall perform duties for the Board and organization as directed by the President, including service oin Committees. The Past President will also be a voting member of the Board of Directors. 7.11 Other Officers. Officers other than executive officers may be elected by the Board of Directors. Such other officers shall perform such duties as shall be assigned to them by the executive officers or by the Board of Directors. If required by the Board of Directors, the Association shall bond such other officers for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. All officers elected pursuant to this Article 7.10, Such person(s) shall be permitted to attend Board Meetings at the sole and absolute discretion of the Board, but shall not have any voting rights as a Director. 7.12 Executive Director. The Executive Director shall execute his/her duties as required in the Executive Director job description and as requested by the President and Executive Committee. The Executive Director shall engage in all business affairs on behalf of for the Association. Policies and Procedures for maintaining and properly executing the office of Executive Director must be followed, and will be reviewed at least annually by the President and Executive Committee. The Association s Executive Director s contract may be terminated if he/she does not meet the according to the criteria listed in the annual contract between NAMA and the Executive Director, or if the Executive Committee determines that termination of the Executive Director is necessary for the betterment of the organization. Article VIII: Nominations 8.1. In General. Candidates for President, Vice President, Treasurer and Secretary, and other Officer and Director positions, shall be nominated by a Nominating Committee selected by the Board of Directors. 8.2. Composition of Nominating Committee. The Nominating Committee shall be comprised solely of natural employees of Firm Members and shall consist of the Executive Committee. following three (3) individuals: (i) the current President; (ii) the President whose term ended immediately preceding the current President; and (iii) the current Vice President. In addition to the three (3)four (4) mandatory Nominating Executive Committee members, the Board of Directors may, at its discretion, appoint up to two three (32) additional individuals from the membership NAMA members to serve on the Nominating Committee. 8.3. Nominations. Once appointed, tthe Nominating Committee shall nominate the appropriate number of Officers and Directors in a given year as shall be necessary to fill any prospective vacancies through the direction of policies and procedures. With respect to Director nominations, the Nominating Committee shall nominate individuals for both the Independent MA Director positions and the Non-Firm Member Director position, as applicable. The Nominating Committee shall make a reasonable effort to nominate an individual to the Non-Firm Member Director position to the extent that there exists within the Association at the time of the nomination any person eligible to serve as such a Director. Notwithstanding the foregoing, if no such person is available or the Nominating Committee does believe any such person to be qualified to serve as such a Director, the Nominating Committee, in its sole and absolute discretion, may nominate an employee of a Firm Member in accordance with Section 6.2.33.2 8.2.8.4. Nomination Standards. In nominating persons to serve as Officers or Directors, the Nominating Committee shall ensure that nominees satisfy the applicable requirements described in Sections 6.2, 6.3 and 7.2, as applicable, for those Director and Officer positions with respect to which nominations are being made. 8.3. 8.5 Nominating Report. The Nominating Committee shall produce a written report identifying the nominees selected. The Board shall cause the report of the Nominating Committee to be mailed or emailed to all members either with the notice of Annual Meeting or separately, at least fifteen (15) days before such meeting. 10
449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 487 488 489 490 491 The Nominating Report shouldwill also be posted on the Association s web site. However, the Nominating Committee and the Board of Directors reserves the right to make changes with fewer than 15 days notice when an extenuating circumstance arises. 8.4. 8.6 Candidates Not Nominated. Other candidates may be nominated from the floor at the Annual Meeting, but all such nominees must satisfy the qualification requirements of Sections 6.2, 6.3 or 7.2, as applicable. Article IX: Committees of the Association 9.1. In General. 9.1.1. The Board of Directors may by resolution create such committees as may be deemed by it appropriate to carry out the purposes of the Association. The resolution or resolutions creating any such committees shall specify the duties and responsibilities hereof including but not limited to provisions with respect to membership of such committees, selection of committee officers, and the conduct of committee business. Any such resolution may be amended or repealed by the Board of Directors. The President shall bemay serve as an ex officio member of all committees. The President can appoint ad hoc committees without Board approval. 9.1.1.9.1.2. Annually, the President shall appoint a Budget and Finance Committee to consult with the Treasurer and to assure compliance of the Association with all financial provisions of the Certification of Incorporation, these Bylaws, and responsible stewardship of Association funds. Article X: Contracts, Loans, Checks, Deposits and Gifts 10.1. Contracts. The Board of Directors may authorize any officer or officers, any member of the Executive Committee or, the Executive Director, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. 10.2. Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by the Board of Directors and when required by these Bylaws approved by the Firm Members. 10.3. Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money in amounts up to two thousand five hundredfive hundred dollars ($2,500.00) issued by the Association shall, unless otherwise determined by the Board of Directors, be signed by the Treasurer. Checks, drafts or other orders for amounts in excess of two thousand five hundred dollars ($2500.00), shall be signed approved by the President, the Executive Director, if any, and either the Vice President or Treasurer of the Association. Notes or other evidences of indebtedness issued by the Association shall, unless otherwise determined by the Board of Directors, be signed by the Treasurer and countersigned by the President of the Association. 10.4. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select and may be invested as determined from time to time by the Board of Directors. 10.5. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association. 10.6 Investment Guidelines. The Treasurer shall invest funds as directed by the organization s Investment Guidelines. 11
492 Article XI: Books and Records 493 494 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 510 511 512 513 514 515 516 517 518 519 520 521 522 523 524 525 526 527 528 529 530 The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member of his or her agent or attorney for any proper purpose at any reasonable time. The Executive Director, Secretary and Treasurer will maintain applicable records in electronic means and storage that can be accessed for review. Article XII: Fiscal Year The fiscal year of the Association shall begin on the first day of January in each year and end on the last day of December in each year. Article XIII: Seal The Association shall not have a corporate seal. Article XIV: Waiver of Notice Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the General Corporation Law of the State of IllinoisDelaware, 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. Article XV: Indemnification Each Director, Officer and employee of the Association shall be indemnified by the Association against liabilities incurred as a result of, and expenses including attorneys fees reasonably incurred in the defense, compromise or settlement of any civil, criminal or other action, suit or proceeding, to which he or she is a party or in which he or she may be otherwise involved by reason of his or her being or having been a Director, Officer or employee of the Association, provided that: a) in the event of financial adjudication of such action, suit or proceeding, such person shall not be adjudged liable for negligence or misconduct in the performance of duty or, if so adjudged, the court shall find, upon submission of the question to it, that such negligence or misconduct did not relate to matters of sufficient consequence to warrant the withholding of the indemnity herein provided; and b) in the event that such action, suit or proceeding in compromised or settled before final adjudication thereof, independent counsel appointed by the Board of Directors shall find either that such person acted without negligence and that his or her action did not constitute misconduct in the performance of any duty or that any negligence or misconduct which may have been involved did not relate to matters of sufficient consequences to warrant the withholding of the indemnity herein provided. The foregoing rights of indemnification shall, in the case of the death or resignation or expiration of term shall continue with the Director, Officer or employee, and inure to the benefit of his or her estate and heirs. 12
531 532 533 534 535 536 537 538 539 540 541 542 543 544 545 546 547 548 549 550 551 552 553 554 555 556 Article XVI: Number and Gender Whenever in these Bylaws the context permits, a singular pronoun shall be deemed to include the plural and vice versa, and the use of a masculine pronoun shall be deemed to also be a reference to a feminine pronoun and vice versa. Article XVII: Amendments The Board of Directors may propose an amendment to these Bylaws by resolution setting forth the proposed amendment and by directing that said resolution be submitted for adoption at a duly called meeting of the members. A proposed amendment may be put forth by a petition subscribed to by thirty percent (30%) of those members entitled to vote, and such a petition shall be filed with the Secretary of the Association and submitted to the members at the next duly called meeting of the members. Such proposals for amendment shall be considered by the members entitled to vote at their next regular or special meeting. Notice of any proposed amendment must be provided to the members entitled to vote for review not less than sixty thirty (60)(30) days prior to the meeting at which such an amendment is to be submitted for a vote. Notice of any meeting of the members at which any such proposed amendment shall be considered shall state that the purpose of the meeting shall include consideration of the proposed amendment, shall include the text of the proposed amendment, and shall be given by the Board, in the case of a regular meeting, and by the party calling the meeting, in the case of a special meeting, to each member entitled to vote on the proposed amendment and to each Officer and Director, regardless of voting rights. If the proposed amendment is adopted by a majority of the members entitled to vote present at such meeting, it shall be effective as of the date of such meeting. Adopted 13