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The Bylaws of the Central Ohio Association for Financial Professionals

I.  Name and Purpose

The name of the Organization is the Central Ohio Association for Financial Professionals (COAFP).  The COAFP shall be a regional association of The Association for Financial Professionals, formerly the Treasury Management Association.  COAFP will endeavor to provide a forum for the exchange of ideas, concepts and techniques related to treasury and financial management.  COAFP is a not-for-profit organization incorporated in the State of Ohio.

II.  Members and Guests

A)  Members

1)  Members shall be those who have paid their dues in full and those having corporate/banking responsibility and/or involvement in treasury management, financial management, and/or other related financial fields.

2)  All members are voting members and are eligible to hold office.

3)  The Executive Committee shall have the final authority to determine whether an applicant satisfactorily meets the membership requirements of the Organization.

4)  Any member may be suspended or terminated for cause.  Suspension or expulsion shall be by a two-third vote of the entire Executive Committee.

5)  Membership is individual and is not transferable among or between organizations or individuals.

B)  Guests

1)  A guest may attend meetings.  Guests will pay an additional guest fee as determined by the Executive Committee.

C)  Dues

1)  Dues, meeting fees, and fees associated with any other event for each member shall be determined by a majority vote of the Executive Committee.

2)  The fiscal year of the association is January 1 through December 31.

3)  All membership dues are assessed at an annual rate regardless of the date the individual joined the association and are non-refundable.

III.  Meetings

A)  An Annual Meeting will be held during the month of November of each fiscal year.  The Secretary will provide all members of record with a Notice of Meeting stating the time and place of the meeting as well as an agenda that will include, but not be limited to, the following:

1)  An interim financial report (to be presented at the meeting by the Secretary/Treasurer);

2)  A “State of the Association” report (prepared by the President);

3)  Proposed amendments to the Articles of Organization, if any (to be presented at the meeting by the Vice President);

4)  A slate of candidates for election (to be presented at the meeting by the Membership Chair).

B)  Regular meetings generally are held monthly, the third Wednesday of each calendar month, at a time and place to be designated in a notice of the meeting.  There shall be a minimum of nine (9) meetings per year, including luncheons, the annual meeting, the annual conference, and other special meetings as the president and Program Chair see fit.

C)  A Special Meeting may be called by the President and the Program Chairperson.

IV.  Voting and Elections

At the annual meeting in November or December, a simple majority of the members present is required to elect new officers.  Absent voting members may be represented by proxy.

V.  Officers of the COAFP

A)  The officers and appointed chairpersons of the association and their responsibilities are:

President - The President shall preside at all meetings, shall lead all discussions and shall provide leadership for the association.  The President shall appoint the chairpersons for each of the designated functional areas.  The President shall oversee all association activities.  All other officers and chairpersons shall report directly to the President.  The President serves as the official liaison between the COAFP and the Nation Association for Financial Professionals.  The President will orchestrate Executive Committee meetings on an as-needed basis, but at a minimum, quarterly.

Vice President - The Vice President shall assist the President and in the absence of the President, function as President.  In addition, the Vice President shall be available to undertake special projects at the request of the President.  The Vice President shall be responsible for keeping the membership informed and updated on issues regarding pertinent Federal Reserve and government proposals and regulations.  The Vice President will be the focal point for any requests for comments/information from the association by external organizations (i.e., the Association for Financial Professionals, the Federal Reserve, etc.).

Secretary - The Secretary will collect dues and disburse all funds of the Association.  The Secretary will keep the minutes of the meetings, mail various notices to members, maintain a membership roster and attendance record of members, , keep minutes, file necessary paperwork with the national AFP and perform all other duties relative to the office of the Secretary.   Either the Secretary or Treasurer shall collect payments for the luncheon.

Treasurer - The Treasurer will maintain a record of cash receipts and disbursements and make an annual report to the membership at the January monthly meeting.  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 of the office of the Treasurer.  The Treasurer is empowered to open, maintain and close bank accounts on behalf of the association.  At all times, the authorized signers on all accounts must be each of the following:  President, Vice President, Secretary and Treasurer.  It is the responsibility of the Treasurer to maintain the authorized signer cards.

Membership Chairperson - The Membership Chairperson, as appointed by the President, may select a committee of up to two additional members and shall be responsible for administering the outline of membership rules, screening applicants for membership and introducing newly accepted members of the association to the membership.  The Membership Chairperson shall be responsible for apprising the Secretary in a timely fashion of any changes in the membership.

Program Chairperson - The Program Chairperson, as appointed by the President, shall be responsible for developing the monthly meeting topics and for securing the presenters/speakers for the meetings.  The Program Chairperson shall work with the presenters/speakers to ensure that they are comfortable with the format of the meetings and that all equipment needs have been met (projectors, clip-on microphones, etc.).  The Programs Chairperson will also secure the location and menu selection for the monthly meetings.  The Programs Chairperson will coordinate with the Social and Tours Chairperson for the monthly calendar of events

Socials and Tours Chairperson - The Program Chairperson, as appointed by the President, shall be responsible for developing two tours or site visits per year plus one social event.  The Social an dTours Chairperson will select the venue and food choices and will work with the presenters/speakers to ensure that they are comfortable with the format of the meetings and that all equipment needs have been met (projectors, clip-on microphones, etc.).    The Social and Tours Chairperson will coordinate with thePrograms Chairperson for the monthly calendar of events.

POET Committee Chairperson – The POET (Past Officers Engagement Team), as appointed by the president shall be responsible for recruiting and leading this group to assist the current COAFP Board in growing and maintaining Membership and Networking for financial professionals in Central Ohio.

Education Chairperson – The Education Chairperson, as appointed by the President, shall be responsible for creating and instructing classes for future CTP’s or Treasury professional in Central Ohio.

Conference Chairperson - The Conference Chairperson, as appointed by the President, shall be responsible for coordinating the annual conference of the association.  Specific duties include:  topic selection, presenter/speaker selection, facility selection, coordination with the facility for appropriate equipment to be utilized by the presenters/speakers, sponsor solicitation, menu selection, keynote speaker selection, registration packet development, name tag development, maintenance of the registration process both prior to and at the end of the conference, local advertisement placed well in advance of conference, development and mailing of conference brochures, as well as any other activities necessary to ensure a well-run conference.  The Conference Chairperson has the responsibility to oversee all activities pertaining to the conference both prior to and on the day of the conference.  The coordination of the conference is a massive endeavor and should begin immediately post-appointment.  The Program Chairperson may select up to five committee members to assist in the process.

Web Chairperson - The Web Chairperson, as appointed by the President, shall be responsible for maintaining the COAFP web site (www.COAFP.net).  Specific duties will include informational updates to site, annual site name renewal and other duties as determined by the Executive Committee.

Marketing Chairperson -  The Marketing Chairperson, as appointed by the President  will be responsible for  promotions, advertising and publicity of the organization.   Additional duties may be determined by the Executive Committee.

B)  Any officer may be removed from office with or without cause by a two-thirds vote of the whole executive committee.

C)  The term for officers shall be two years.  Officers shall serve no more than one consecutive term in their current position, but may be elected for other positions.

D)  Guidelines:

1)  No more than half of the available offices in any given year may be held by bankers or other financial vendors in an effort to maintain the integrity of the association.

2)  No more than two people from the same organization during the time of election/appointment may hold office at the same time.

 

 VI.  Executive Committee

A)  The Organization shall be governed by an Executive Committee consisting of no less than three (3) members.  The Executive Committee shall meet at least quarterly each fiscal year.

1)  The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Chairpersons and immediate prior two presidents of the association.

2)  A majority of the members of the Executive Committee shall constitute a quorum.

3)  If all of the members of the Executive Committee entitled to vote shall meet at any place, either within or without the State, and consent to the holding of the meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.  Special Meetings of the Executive Committee shall be held whenever called by any member of the Executive Committee.  The Secretary shall give notice of each Special Meeting of the Executive Committee.

Unless otherwise restricted by the Articles of Incorporation or the Bylaws of the Association, members of the Executive Committee may participate in a meeting of the committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant hereto shall constitute presence in-person at such meeting.

4)  Any action required to be taken at a meeting of the members of the Executive Committee or any action that may be taken at a meeting of the members of the Executive Committee may be taken without a meeting when consents in writing setting forth the action so taken shall be signed by all of the members of the Executive Committee entitled to vote with respect to the subject matter thereof.  Such consents shall have the same force and effect as the unanimous vote of the members of the Executive Committee at a meeting duly held.

5)  An affirmative vote of a majority of those members of the Executive Committee  present shall be necessary for the passage of any resolution of the Executive Committee.

6)  Any Officer and/or Director may resign at any time by giving written notice to the President or the Secretary.  Such resignation shall take effect at the time specified in the notice, or if no time is specified, at the time of acceptance thereof as determined by the President or the Executive Committee.  Any Director may be removed from office with or without cause by a majority vote of the members of the Executive Committee eligible to vote at which a quorum is present.  Any vacancy that occurs because of resignation or removal, with the exception of the President, will be filled by an eligible member recommended by the President and approved by the majority vote of the Executive Committee until the expiration of such term vacated, and until election of his successor or until removed in accordance with these Bylaws.  If the office of President becomes vacant, then the Vice-President shall immediately assume that office.

7)  The President and two other members of the Executive Committee shall approve association expenses over $500.

VII. Whistle Blower Policy

Should any person know of, or have a suspicion about, illegal or unethical conduct in connection with the finances or other aspect of Association operations, that person should inform the President or Vice President. If the alleged wrongdoing concerns the President or Vice President, then the Secretary or other Officer or Director of the Association should be notified instead. Should the President, Vice President or other Officer of the Association receive information regarding alleged illegal or unethical conduct in connection with the finances or other aspect of Association operations, that person shall inform the Executive Committee. The Executive Committee shall investigate all credible allegations. At all times of respecting the privacy and reputation individuals involved. There will be no punishment or other retaliation for the reporting of conduct pursuant to this policy. If the person providing the information requests anonymity, this request will be respected to the extent that doing so does not impede any investigation.

 

VIII Record Retention

 

Records of the organization should be retained for a maximum of four years. 

IX.  Amendments of Bylaws

Proposed changes to the bylaws are to be submitted in writing to the Secretary.  The individual submitting the change shall make a motion to consider it during the monthly meeting and upon a second to the motion shall briefly explain the reason for the proposed change.  The motion will then be tabled until the next subsequent meeting when a vote will be taken.  A simple majority of the members present is required to approve the proposed change.  Absent voting members may be represented by proxy.

X.  Indemnification

Every member of the Executive Committee and officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such member of the Executive Committee or officer, in connection with any proceeding to which such member of the Executive Committee or officer, being or having been a member of the Executive Committee or officer of the Association, or any settlement thereof, whether or not such member of the Executive Committee or officer at the time such expenses are incurred, except in such cases wherein the member of the Executive Committee or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office.

Provided, however, that in the event of a settlement, the indemnification herein shall apply only when the Executive Committee approves such settlement and reimbursement as being for the best interests of the Association. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which such member of the Executive Committee or officer may be entitled.

XI. PCI Compliance

The COAFP accepts credit cards for processing of member dues, luncheons and conference registrations. The COAFP does not handle any credit card data related to the processing of payments either through its website, over the phone or in person. Confidential and sensitive information related to the processing of payments are directed through its 3rd party online payment services provider, Affiniscape. Affiniscape facilitates user compliance through is partner, PCI Central. http://www.pcicentral.com/

 

Affiniscape contracts with a 3rd party gateway, Plug N Pay, for integration to merchant services providers. Here is the link to the structure of the processing: http://www.plugnpay.com/processors.php  

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