BYLAWS CFA Society Los Angeles, Incorporated ARTICLE I Name, Principal Office, Purpose, and Restrictions 1.01 Name. The name of corporation is CFA Society Los Angeles, Incorporated, nonprofit mutual benefit corporation ( Corporation or Society ). a California 1.02 Principal Office. The Board of Governors shall determine location of principal office of Society. 1.03 Mission. The mission of Society is to provide access to information, expertise and personal interaction to furr Members professional development and to promote value of profession and CFA designation. As such, Society is a Member Society of CFA Institute. 1.04 Restrictions. All policies and activities of Society shalll be consistent with applicable federal, state, and local antitrust, trade regulation laws, and or legal requirements, ncluding California Nonprofit Corporations Law under which Society is organized and operated; and applicable tax-exemption requirements. 1.05 Fiscal Year. The fiscal year of Society shall be September 1 to August 31. ARTICLE II Membership 2.01 Classes of Members. The Corporation shall have three classes of Members as follows: (1) Regular Members (2) Affiliate Members, and (3) Associate Members. For purposes of membership classification, Retired Members are considered Regular Members. In many respects, rights, interests and privileges of each Member in Corporation are equal, regardless of classification. 2.02 Definitions of Financial Analyst, Regular Members, Affiliate Members, and Associate Members. A financial analyst is an individual who evaluates or applies financial, economic, and statistical data, as appropriate, as part of investment decision-making process. Regular Members are persons (a) who have demonstrated high standards of professional competence and ethics through acceptable combinations of formal training and professional work experience in investment decision-making process, (b) who have agreed to abide by CFA Institute Code of Ethics ( Ethics ) and Standards of Professional Conduct (collectively, "Ethics and Standards") as provided in 2. 03 below, and (c) who have satisfied or requirements of this Article II. Affiliate Members are persons (a) who have been accepted by Corporation as Affiliate Members, (b) who have agreed to 1
abide by Ethics and Standards as provided in 2.05 below, and (c) who have satisfied or requirements of this Article II. Associate Members are: (a) persons who have agreed to adhere to principles of Ethics and Standards (b) shall abide by Code of Conduct of Corporation ( Code of Conduct ), and (c) are not Regular or Affiliate Members. 2.03 Requirements for Regular Membership in CFA Institute and Corporation. The requirements for Regular Membership in CFA Institute and in Corporation are that applicant: (1) be a Regular Member of CFA Institute; and (2) sign a Member s Agreement and a Member s Professional Conduct Statement as provided in 2.02 above and in 2. 06 below, which attest that Member has carefully read and has agreed to abide by Ethics and Standards, and has disclosed fully all prior disciplinary and related history and pending regulatory or or proceedings relating to his or her conduct. CFA Institute may require completion and submission of additional documents as provided in 2.06 and 2.08 below. The status of Regular Members of CFA Institute and Regular Members of Corporation as of November 30, 1992, effective date of provisions in this Article II, shall not be affected reby. Regular Members of CFA Institute as of November 30, 1992 shall reafter be admitted as Regular Members of any Member Society to whichh y apply. The Corporation shall have right to review all applications for Regular Membership in Corporation including those from personss who hold CFA designation, and from Regular Members of or Member Societies and of CFA Institute. In event of disagreement concerning administration of Membership requirements, Corporation shall have right to appeal to CFA Institute Board of Governors or a committee established by CFA Institute Board. The Board of Governors of CFA Institute shall have authority to make final determinations on application of Membership provisions contained in se By-laws eir itself or through a committee that it establishes. None of foregoing definitions is intended to excludee from Membership those persons who previously have qualified under any of above definitions but who are currently engaged in administrative or executive duties related to investment decision-making securities firms, employee benefit organizations, financial publishing houses, government or public agencies, and or similar organizations in private or public sector. process in fields of banking, insurance, investment counseling, investment companies, 2.04 Acceptable Professional Work Experience. For purpose of assessing work experience of a candidate for CFA designation, CFA Institute shall recognizee as acceptable work experience activities which consist to a significant extent of (a) collecting, evaluating or applying financial, economic or statistical data as appropriate as part of investment decision-making process, or (b) supervising directly or indirectly those who practice such activities, or (c) teaching such activities. For admission as a Regular Member or Affiliate Member, CFA Institute and Corporation shall recognize as acceptable professional work experience activities which consist of but not limited to: (a) evaluating or applying financial, economic, and/or statistical data as part of Investment Decision-Making Process (as defined in CFA Institute bylaws) nvolving securities or similar investments, whichh includes, but is not limited, to publicly traded and privately placed stocks, bonds and mortgages and ir derivatives; commodity-based 2
derivatives and mutual funds; and or investment assets, such as real estate and commodities, if se or investment assets are held as part of diversified, securities- stocks, bonds and mortgages and ir derivatives, commodity-basedd derivatives and mutual funds, and or investment assets such as real estate and commodities, if se or investment assets are oriented investment portfolios; or (b) supervising, directly or indirectly, those who practice such activities; or (c) teaching such activities. Securities and similar investments include but are not limited to: publicly tradedd and privately placed held as part of diversified, securities-oriented investment portfolios. 2.05 Requirements for Affiliate Membership in Corporation. An Affiliate Member of Corporation shall be (1) an active candidate for examination program administered by CFA Institute or such or appropriate examination as may be approved by CFA Institute or (2) a person who does not qualify for Membership as a Regular Member, but whose primary interestss are closely allied to objectives of Society., The requirements for Affiliate Membership also include a signed Member s Agreement and a Member s Professional Conduct Statement as provided in 2. 02 above and in 2.06 below, whichh attest that Member has carefully read and has agreed to abide by Ethics and Standards, and has disclosed fully all prior disciplinary and related history and pending regulatory or or proceedings relating to his conduct. 2.06 Individual Membership in CFA Institute and Additional Requirements. Each Regular Member of this Corporation is a Regular Member in CFA Institute, and each Affiliate Member of this Corporation is an Affiliate Member in CFA Institute. Each Regular Member and Affiliate Member shall cooperate fully with CFA Institute s objectives and activities, as applicable, and, more specifically, (a) shall adhere to ir rules and regulations, including ir Articles of Incorporation, By-Laws, Code of Ethics, and Standards of Professional Conduct and or rules relating to professional conduct, (b) shall be subject to disciplinary jurisdiction of and sanctions by CFA Institute, (c) shall submit information requested by CFA Institute relating to professional conduct and activities, and (d) shall produce documents, testify, and orwise cooperate in disciplinary proceedings of CFA Institute. Each Regular Member and Affiliate Member of this Corporation shall execute a Member s Agreement stating that such Member agrees to foregoing as conditions of Membership in this Corporation and in CFA Institute. Each Regular Member and Affiliate Member of this Corporation shall complete and file with CFA Institute an initial and annual signed Member s Professional Conduct Statement, which shall be filed on or before a date designated by it. Associate Members are not required to complete annual Professional Conduct Statement but are required to annually sign Code of Conduct. 3
2.07 Special Provisions as to Regular or Affiliate Members. Any Regular or Affiliate Member who has been a Member of Society for at least one (1) year and who becomes unemployed may, within a reasonable period of time after becoming unemployed, upon written application to and approval of Membership Committee and Board of Governors, and upon payment of applicable dues, continue to hold Membership in Corporation as long as he continues to seek active employment in a capacity that would qualify under provisions of 2.03 or 2.05. Any Regular or Affiliate Member who has been a Member for at least one (1) year and who becomes retired from active employment may, within a reasonable period of time, upon written application to and approval of Membership Committee and Board of Governors, and upon payment of applicable dues, continue to hold Membership in Corporation as a Retired Regular or Affiliate Member. 2.08 Requirements for Associate Membership in Corporation. An Associate Member of Corporation shall be a person who does not qualify for Membership as a Regular or Affiliate Member, but whose primary interests are closely aligned to objectives of Society, including but not limited to non-finance professionals, finance professionals who do not plan to complete CFA program, and students. The requirements for Associate Membership include an agreement to abide by Ethics and Standards, and a signed Code of Conduct as provided in 2.02 above. The student sub-category may be subject to different terms from non-student Associate Members. 2.09 Admission of Members. Every person applying for Regular or Affiliate Membership in Society must have three professional references unless y have a reference from a Regular Member of society to which y are applying. In that case, two professional references are required. Supervisor references are preferred. Associate Membership requires two professional references, with at least one of which is a Regular of Affiliate Member of society. No application for Associate and Affiliate Membership is to be approved whichh would bring total of such Members to more than forty-nine per cent (49%) of total Membership of Corporation. Applications for Membership shall be submitted to Membership Committeee in writing and on forms specified. Approval shall be by unanimous vote of Membership Committee and by two- not thirds vote of Board of Governors. All applications for Membership wher approved or shall be filed with Secretary of Corporation. Within a reasonable period of time after approval Secretary shall notify Membership of all new Members. 2.10 Member Obligation to Follow Association Rules. These Bylaws constitute a binding agreement between Society and each Member. Each Member shall be bound by see Bylaws, as amended from time to time and by action of Board. 2.11 Member Liability for Society Actions. No Member shall be personally or orwise liable for any debts or obligations of Society. 2.12 Non-transferable Memberships. No Membership is transferablee or assignable. 2.13 Resignation. A Member may resign at any time and shall remain liable for any debts or obligations owed to Society. 4
2.14 Discipline. A Member may be publicly reprimanded, fined, suspended, or Membership terminated for cause by Board after following this procedure: have ir Cause shall include a failure, in serious degree, to observe Society' 's rules of conduct as prescribed by Board in se Bylaws or orwise. The discipline shall occur only after Member has been given a fifteen-day prior written notice of proposed discipline and reasons refore. The Member shall have an opportunity to be heard, orally or in writing, not less than five days before effective date of discipline by Board or its designee. The Board shall determine wher cause exists and appropriate discipline, if any. The Board is not required to follow proceduree when imposing lesser discipline such as a private reprimand.. ARTICLE III Dues 3.01 Dues. The Board shall set dues and fees, make assessments, and set terms of payment. 3.02 Delinquency. The Board or its designee may suspend any Member of Society who is delinquent in dues, fees or assessments for a period of 60 days and may terminate any Member who is delinquent for 120 days. 3.03 Refunds. No dues will be refunded. ARTICLE IV Membership Meetings 4.01 Annual Membership Meeting. The Society shall hold an annual meeting of regular Membership at place and on date that Board determines. At annual meeting, Governors and officers shall be elected by Regular Members, Board shall report activities of Society to Members, and or business shall be transacted as may be properly brought before meeting. 4.02 Special Meetings. The Board, President, or Vice President may call special meetings of regular Membership. 4.03 Notice. The Board must give Society Members reasonable notice of all annual and special meetings. The notice shall include a description of business to be discussedd and shalll be given at least ten days (but not more than 90 days) before meeting. 4.04 Quorum, Proxy Voting. A quorum shall consist of number of Regular Members present at meeting. Whenever a quorum is present, an act or decision made by a majority of Regular Members present is a valid act or decision. Proxy voting which conforms to California Nonprofit Corporation Law is permitted at any meeting. 5
4.05 Action Withoutt a Meeting: Written Ballot. Any action, which may be taken at a regular meeting of Members, may be taken by conforming to mail balloting procedure specified in California Nonprofit Corporation Law. 4.06 Nominating Committee. The President shall appoint a Nominating Committee to provide a slate of Governors and officers in accordance with Society policy. When election is in person, any Member may make a nomination from floor; when election is by written ballot, Member may write in a name. 4.07 Guests. The Board may establish a policy for admitting guests to general meetings of Members. ARTICLE V Board of Governors 5.01 Board of Governors. The Board is governing body of Society and is responsible for supervision, control, and direction of Society. The Board may delegate management of Society to a person or group, provided Board retains ultimate control over affairs of Society. 5.02 Eligibility and Number of Governors. The Board of Governors shall consist of eleven Members. At least eight Members of Board shall be Regular Members, and at least three of four elected Officers shall be Regular Members. The Board shall consist of President, Vice President, Secretary and Treasurer of Corporation, most recent past President of Corporation, and six non-officer Members elected by Members at an annual meeting of such Members. All elected officers, including most recent past President, shall hold office for one year and until ir successors are duly elected and qualified. Non-officer Members shall hold office for three years, with two being elected each year. 5.03 Vacancies. All interim vacancies on Board of Governors shall be filled by appointment by remaining Members of Board of Governors for a term lasting until fiscal year end following next nomination period and annual election. 5.04 Meetings. Any officer or any two Governors may calll meetings of Board. The Board shall hold its annual meeting at time and place it selects and shall hold or meetings each year at time and place it selects. 5.05 Notice. The Board may hold regular meetings without notice if time and place of such meetings is fixed by Board. The Board may hold special meetings upon five days notice by first class mail or 48 hours notice delivered personally or by telephone, telegraph or facsimile or in such or manner as Board may determinee in accordance with law. 5.06 Quorum. A majority of number of Governors n currently serving on Board shall be necessary to constitute a quorum of Board. 5.07 Board Action. Every act or decision done or made by a majority of Governors present at a 6
meeting duly held at which a quorum is present is act of Board. The Board may adopt rules and regulations, which may supplement and interpret se Bylaws and shall be binding and enforceable as to Members, Governors and officers. 5.08 Absence. If a Governor does not meet attendance requirements as described in board job descriptions in any one fiscal year, Governor's resignation may be deemed to be tendered and accepted by Board, and if so, Governor shall be so notified. 5.09 Conduct of Meetings. Meetings shall be governed by current edition of Robert's Rules of Order. 5.10 Meeting by Conferencee Call or Or Electronicc Means. Members of Board may participate in a meeting throughh use of conference telephone, electronic video screen communication, or or communication equipment if all of following apply: (1) each Member can communicate with alll of or Members concurrently; (2) each Member is provided with a means of participating in all matters beforee Board, including capacity to propose, or to interpose an objection, to a specific action to be taken; (3) a means of verification is adopted and implemented by corporation as to both of following: (a) person communicating by electronic means is entitled to participate in Board meeting and (b) all statements, questions, actions, or votes weree made by that person and not by anor not entitled to participate. 5. 11 Action by Unanimous Written Consent Withoutt a Meeting. Any action required or permitted to be taken by Board under any provision of law may be taken without a meeting if all Members of Board shall individually or collectively consent in writing to such action in manner specified in California Nonprofit Corporation Law. ARTICLE VI Nominations and Elections 6.01 Annual Meeting. The annual business meeting of Society for election of Board of Governors as herein provided shall be held at place and on date Board determines. The Secretary shall give written notice to each Member of time and place of annual meeting at least 10 days (but not more than 90 days) before meeting. 6.02 Nominating Committee. The President shall appoint a Nominating Committee with approval of Board of Governors at time. The Committee shall make nominations to be submitted at annual meeting for vacancies on Board of Governors. The Committee shall prepare and announce its nominations to Secretary in writing at least one month before date of annual meeting, and to Membership at least 15 days before date of Annual Meeting. 6.03 Nominations. Any individual Member of Society may make a nomination from floor of Annual Meeting or by written proxy for Board of Governors vacancies. Any nominations by 7
proxy or petition shalll be filed in writing with Secretary. Proxies must be filed with Secretary at start of Annual Meeting. Petitions must be filed 30 days before start of Annual Meeting. 6.04 Notification to Members. It shall be duty of Secretary to notify each Member at least 15 days before date of annual meeting of nominations made by Nominating Committee and names of Nominating Committee Members, toger with notice of such nominations as are properly made by petition and names of all Members signing any such petition. 6.05 Vacancies. Vacancies on Board of Governors shall be voted upon by ballot at annual meeting. The first ballot shall provide for voting for each vacancy to be filled. In event that all vacancies are not filled by necessary majority for election on first ballot, n a second vote (or successive ballots if required) for remaining vacancies shall be taken on remaining nominees until all vacancies are duly filled, providing, however, that nominee receiving lowest number of votes on second of any succeeding ballots shall be dropped from nomination. ARTICLE VII Officers 7.01 Officers. The officers of Society shall be a President, a Vice President, a Secretary, and a Treasurer (Chief Financial Officer). At least three of four officers must be Regular Members of Society who have served at least one year previous on Board of Governors. The requirement of previous Board service may be suspended for office of Secretary upon a vote of Board. 7.02 Term of Office. The officers shall be elected by Regular Members at time of annual meeting and shall be responsible to society s Members. Each officer shall serve for a term of one fiscal year, until successor is elected. 7.03 Duties. The officers perform those duties that are usual to ir positions and that are assigned to m by Board, ncluding those duties that are set forth in specific position descriptions for each officer as adopted by Board from time to time. The President acts as Chairman of Board; Vice President acts in place of President when President is not available; and Treasurer is Chief Financial Officer. 7.04 Vacancies. If a mid-termm vacancy occurs among officers, or than President, for any reason, Board may fill vacancy by appointment for unexpired portion of vacant officer s term. ARTICLE VIII Committees 8.01 Committees. The Board may establish such committees as it sees fit; in each case, Board shall describe in writing specific mission and authority of committee as well as term of 8
committee's existence. 8.02 Operating Committee. The Operating Committee acts between meetings of Board, except as to those matters reserved by Board or by law to Board. The Operating Committee shall consist of four officers, Executive Director and Immediate Past President. ARTICLE IX Indemnificationn and Insurance 9.01 Indemnification. To fullest extent permitted by law, Society shall defend, indemnify, and hold harmless any agent against any claim arising out of any alleged or actual action or inactionn in performance of duties performed in good faith on Society's behalf. "Agent" for this purpose shall include representatives, Governors, officers, and employees. 9.02 Insurance. The Society may purchase and maintain insurance to full extent permitted by law on behalf of its agents against any liability asserted against or incurred by agent in such capacity arising out of agent's status as such. ARTICLE X Amendment of Bylaws 10.01 Amendment of Bylaws. These Bylaws may be amended by Board, providedd that certain amendments to Bylaws specified in California Nonprofit Corporation Law, including those that materially and adversely affect rights of Members or change authorized number of Governors, must be approved by a two-thirds majority of Regular Members present at a Member's meeting. Amendment of se bylaws may be proposed by a petition signed by at least greater of thirty current Regular Members or two percent of current total Regular Members of Corporation. ARTICLE XI Code of Ethics and Standards of Professional Conduct 11.01 Adoption and Amendment. The Society hereby adopts Ethics and Standards, and as y may be amended from time to time. Regular, Affiliate, and Retired Members of Society shall comply with provisions of Ethics and Standards. Associate Members shall comply with principles of Ethics and Standards and shall abide by Code of Conduct. 11.02 Enforcement. The Society hereby delegates to CFA Institute all authority and responsibility for enforcement of Ethics and Standards with respect to Regular, Affiliate, and Retired Members of Society. The Society shall report to CFA Institute any possible violation by such Members of Ethics and Standards which come to its attention. The Membership in Society (wher Regular, Affiliate, or Retired) of a person whose individual Membership in CFA Institute as a Regular or Affiliate has been revoked or suspended by CFA Institute as a Regular, or Affiliate shall be automatically revoked or suspended, as applicable. Any person whose Membership in Society 9
has been revoked or suspendedd shall automatically cease to hold any position in Society. The Society shall have full authority and responsibility for enforcement of Code of Conduct with respect to Associate Members of Society and Board shall ensure that suspected violative conduct is fairly dealt with and that censures, up to and ncluding revocation or suspension of membership in Corporation are fairly applied where appropriate and necessary. 11.03 Annual Statements. Each Regular, Affiliate, and Retired Member of Society shall furnish to CFA Institute an annual signed statement relating to ir conduct, shall furnish such additional information relating to professional conduct as may be requested by CFA Institute, and shall file such statements by a date designatedd by CFA Institute. The Society, if requested by CFA Institute, shall collect such statements for all its Regular and Affiliate Members and forward such statements to CFA Institute by designated date. Associate Members are not required to furnish such annual statements but are required to annually sign Code of Conduct. ARTICLE XII Associated Groups 12.01 Creation. To stimulate continuing education in specialized industries and fields of financial analysis, creation of Associated Groups is encouraged. 12.02 Organization. Associated Groups of Corporation shall provide ir own rules of organizationn and by-laws, and will elect ir own officers and establish ir own working committees. Membership in Corporation will not be a prerequisite for Membership in an Associated Group. Recognitionn of a group will be accomplished by a vote of approval of Board of Governors of Corporation, following formal request of a group for such recognition. The Board of Governors of Corporation, or an Associated Group, may elect at any time to terminate such association. 12.03 Board Membership. The President of an Associated Group shall be ex-officio Member of Board of Governors of Corporation, and President of Corporation shall be an ex-officio Member of governing body of each Associated Group. In ir ex-officio status, neir shall be entitled to vote. 12.04 Professional Ethics and Standards. All Members of an Associated Group shalll agree to be bound by Code of Ethics and Standards of Professional Conduct of CFA Institute. 10