Association for Financial Professionals of Oregon & SW Washington Bylaws

Membership Approved November 2011

I. PURPOSE

The purpose of the Association for Financial Professionals of Oregon & SW Washington is to provide a regional forum for the exchange of concepts and techniques to improve the management of treasury functions through education, communication, and recognition of the Treasury Management Profession.

II. MEMBERSHIP

Association membership will be open to individuals whose job responsibilities or academic interests relate to treasury management.

There will be no annual attendance requirements for existing members or experience criterion for potential members. The Board of Directors has the final authority over all new member applications.

III. MEETINGS

Meetings will be held at least seven times per year. Association functions shall be at the discretion of the Board. In no event shall the Association meet less than seven (7) times per year.

Meetings will focus on member oriented workshops and/or guest speaker presentations.

The November meeting will include election of new Board members. The board will hold an annual business meeting in January. It is at this meeting that new directors will be installed. The business year will run from January 1 to December 31.

At the annual business meeting, that year’s budget will be adopted by the Board and the resulting budget must be made available to members upon request. Only resolutions on the agenda may be voted on at the meeting, but any member may raise an issue for discussion at the meeting. Resolutions can be placed on the agenda by any of the following procedures:

a. By resolution adopted by a majority of the Board of Directors; or

b. By written submission of a resolution signed by 10 members in good standing as of the date of submission and submitted to the Board Treasurer at least thirty (30) days before the annual meeting.

Members are allowed to bring an unlimited number of guests per year. Each individual guest, or other non-member attending for the first time, may attend free of charge; for non-members and guests who have already attended a meeting, a fee will be charged, to be paid when registering for the event.

In the event of absence, members may designate a substitute from within their organization to attend a meeting in their place.

IV. DUES

The Association dues shall consist of a per person annual Association fee.

The dues will be determined annually by the Board of Directors, giving consideration to:

1. The Association’s current financial condition

2. Budgeted meetings, seminars, and annual events

3. Maintaining a strong financial base for future operations

All dues will be based on a January to December year.

Annual dues are payable by the last day of January. New member dues are payable upon receipt of a New Member application form. A half-year membership is available, with prorated dues payable after the fourth meeting each year, upon receipt of a 1/2 Year Membership application form.

Membership in the national AFP is encouraged but not required

V. DIRECTORS

The Association directors shall consist of the following:

  • President
  • Vice President
  • Education Chairperson
  • Program Chairperson
  • Membership Chairperson
  • Secretary/Treasurer
  • Special Projects Chairperson
  • Past President

President. The President shall preside at all meetings, and provide leadership for the membership. The President will direct all correspondence with the national AFP and address all inquiries from third-party sources.

Vice President. The Vice President will serve in an advisory capacity to the President, in addition to performing the duties of one of the other chair positions described in this section. In the absence of the President, the Vice President shall preside over meetings. Subject to the majority approval of the Board of Directors each year, the Vice President will assume the duties of the President the following calendar year.

Education. The Education Chairperson will be responsible for the development and coordination of seminars and special educational classes. Depending on the growth of educational opportunities offered by the organization, the Education Chairperson may call for volunteers from among the membership in order to develop suitable programs.

Program. The Program Chairperson will be responsible for the development and presentation of each meeting’s program. The programs shall be educational and relevant to the needs of treasury managers and eligible for CTP recertification credits. The Program Chairperson will be responsible for sending notices of upcoming general membership meetings to all Association members. The Program Chairperson may choose to request volunteers from the membership to form a committee to assist with Programs.

Membership. The Membership Chairperson will screen proposed applicants for membership, keep a current membership roster, a current prospect list, send application letters to prospective members, and send items of general interest to the membership. The Membership Chair will also be responsible for maintaining attendance records for all meetings and for issuing certificates for those members claiming CTP recertification credits.

Secretary-Treasurer. The Secretary-Treasurer will take minutes of each Board of Directors meeting and annual meeting, and submit a report of same to the Board and/or members at the next scheduled meeting. The Secretary-Treasurer will maintain the financial records for the Association. Duties include normal payment and receipt processing, developing the Association budget, and presenting current financial information at Board meetings, and all other duties relative to the office.

Special Projects. The Special Projects Chairperson will serve as the organization’s liaison with the NW Summit planning committee, as well as the planner of the organization’s annual summer social.

Past President. Upon retirement, the Past President, if not holding another office, may be called upon to serve as a member of the Board of Directors in order to provide continuity and smooth transitions from year to year. The Past President will also assist the Membership Chairperson with attendance at meetings, as well as be responsible for arranging the monthly meeting location and associated logistics. In the event that the outgoing President is unable to serve as past President, the incoming President will assign attendance and meeting duties to other board members.

Other. The Board, by majority vote, may create other chair positions as necessary. Each chair will be provided with a description of his/her role by the Board.

VI. ELECTIONS

All elections shall occur in the November meeting through a vote of a quorum of the general membership. A quorum shall consist of 50% of the voting members of the Association. Members can vote in person or by email to an address set up by the Board for that purpose.

The general membership shall elect three directors each year. These three directors shall serve a two year term on the Board with one of the three directors serving one (1) third year term as President. Thus, the Board will consist of two sets of three directors with staggered terms and the President serving a third extended term, along with another year as Past President. The seven board members shall elect a President. The President shall, in turn, appoint the six remaining directors to specific positions.

The Membership Chairperson will be responsible for monitoring the election email address. After the voting period has closed, the Membership Chairperson will conduct an initial tabulation of votes, followed by independent tabulations of votes by the President and Vice President. Once any discrepancies have been resolved, the President will announce to the membership the results of the election.

No more than one director shall come from any given organization.

In the event of a mid-term vacancy of any office except the President, the President is authorized to appoint a successor. This successor is required to run for the office in the following year. In the event of a vacancy of the President’s office, the Vice President shall assume the duties of the Presidency.

VII. CHANGES TO BYLAWS

The Board of Directors will consider changes to the bylaws and submit them to the general membership as appropriate.

The membership will vote on the changes in the January business meeting unless alternatives are agreed upon by the Board and a special meeting is arranged. The members will be notified in writing, via email from the Vice President, at least two weeks in advance of any bylaws vote.

All bylaw changes will be voted on by a quorum of the general membership. A quorum shall consist of 50% of the voting members of the Association. Members can vote in person or by written proxy via email.

VIII. BOARD MEMBER RECALL

If a member of the Board of Directors is unable to fulfill the duties of the office as determined by a 75% vote of the other Board Members, the President (or in the case of it being the President, the Vice President) shall request the Board Member to resign. If the Board Member refuses to do so, the other Board Members, by a 75% vote, will submit to the membership at its next regularly scheduled meeting or by special ballot, a request to recall. If 50% or more of the membership so vote in favor of recall, the Board Member is so removed from Office.

IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Association shall, to the maximum extent and in the manner permitted by the laws of the State of Oregon, indemnify each of its directors and officers against expenses (including attorney’s fees) judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Association. To serve this purpose, the Board is authorized to purchase Directors and Officers liability insurance.

The Board will engage the services of an independent auditing firm to conduct an annual audit to ensure that funds have been spent according to the mission of the organization.

X. DISBANDMENT

No director, officer, member of the Association, or any private individual shall be entitled to share in the distribution of any of the Association assets upon dissolution of the Association, or upon winding up of its affairs. Upon such dissolution or winding up, all of the remaining assets of the Association shall be distributed by the Board of Directors for similar uses and purposes to any other organization that would then qualify for exemption under the provision of Section 501c (3), (4), or (6) of the Internal Revenue Code, as now stated or as hereafter amended, or any successor code.

Copyright 2017 - AFP of Oregon and SW Washington

AFP of Oregon and SW Washington
PO Box 54
Portland, OR 97207-0054

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