SouthWest Ohio Association for Financial Professionals (the "SWOAFP")

 

Bylaws

I.        Purpose

To increase the management skills of the membership and the recognition of the Treasury and Cash Management professions through formal and informal educational programs by providing an open forum for the exchange of treasury and cash management concepts and techniques.

II.     Memberships

A.     Qualifications

1.       The member will have the responsibility for the practice of treasury management, either domestic and/or international, in the company, subsidiary or division with which the member is associated, and will be a major participant in corporate decision making regarding treasury management activities, such as cash systems development, bank relations, control of bank balance levels, investments, borrowings, etc.

2.       Membership may also include college or university educators in the field of treasury management, an employee of a commercial bank, investment company or bank, consulting service and/or a financial staff participant with a legitimate interest in treasury management activities and must meet all other qualifications for membership.

3.       A member from outside the Cincinnati/Dayton area must be approved by the Executive Committee.

B.     Limitations

1.       Membership is limited to five (5) persons from each entity, with exceptions being approved by the Executive Committee.  However, a maximum of three persons from each entity per year shall be designated “voting” members.

2.       An entity holding more than three (3) memberships in any year shall designate, in writing, those individuals to be granted voting rights.  The entity will provide the list of its designated voting members to the Membership Chair with the application for that entity’s fourth and/or fifth member.

III.   Membership Responsibilities

A.     It shall be each member’s responsibility to:

1.       Demonstrate an interest in treasury management by attendance at the Association’s meetings.

2.       Pay dues in accordance with the charges approved by the membership and levied by the Treasurer.      

3.       Notify the Membership Chair in the event a member becomes unemployed or accepts another position outside of the treasury/cash management profession.  Membership in the Association will be extended in situations where a member’s employment was involuntarily terminated (i.e., forced resignation, layoff, or termination without cause).  During this transition period, dues will be waived for one year and membership will continue in the Association.  A membership during any calendar year may be transferred to another individual from the same entity.

B.     The Association will not, and no member of the Association may, use the Association’s membership roster or the name of the Association to endorse directly, or indirectly, a bank, product, service or educational seminar.

C.     All members are strongly encouraged to attend each meeting. Once a year, a Member may designate an appropriate fellow employee to attend the meeting as a substitute.  The Executive Committee may consider and approve an exception to this section.

IV.  Voting and Elections

At any regular or Annual Meeting, for which an appropriate notice has been sent to members, the affirmative vote of a majority of the voting members who are present is required on all matters.

V.     Association Meeting

A.      Regular meetings will be held. The frequency of the meetings will be determined by the Association’s Executive Committee.

B.      All meetings will be announced via a notice, which shall be sent to members not later than two weeks prior to the meeting.  The notice will contain information as to time, place, program subject, and speakers, as well as clear presentation of matters on which a vote will be called.

C.      Guests may attend any meeting that is not a “members-only” meeting.  All guests are encouraged to register and pay in full at least two days prior to the meeting.  The Arrangements Chairperson and/or the Treasurer may approve exceptions.

D.      The May meeting is designated as the Annual Meeting, at which time:

1.       The next year’s officers are elected from the slate prepared by the Nominating Committee and any nominations from the floor.

2.       The Treasurer will report on the financial condition of the Association.

3.       The Treasurer will present for approval by the membership a proposed budget, including the amount of dues to be assessed on a per member basis for the following fiscal year.

VI.  Fiscal Matters

A.     The fiscal year is January 1 through December 31.

B.     Dues will be paid annually and are due no later than 30 days from invoice date.  For members who join during the fiscal year, Association dues may be pro-rated quarterly.

C.     The President and Treasurer are empowered to open, maintain, and close bank accounts on behalf of the Association.  The authorized signers on Association bank accounts shall be the President, Vice President, Secretary, and Treasurer.  One signature shall be required to disburse funds from an Association bank account.

VII.            Officers and Committees

A.     The term of the elected and appointed officers is one year (June 1 through May 31).

B.     No officer or chairperson will hold the same position for more than two consecutive terms.

C.     In the event an office (other than the Presidency) becomes vacant, the President will nominate a replacement for the vacated office to be presented for ratification at the next regular meeting of the Association.  In the event the office of the Presidency becomes vacant, the Vice President assumes the responsibilities of the President.

D.     At least two of the officers must be from corporations.

E.      If a given business entity has more than one membership in the Association, only one of the members shall be entitled to hold elective office at a time.

F.      The elected officers of the Association and their responsibilities are:

1.       President – The President shall preside at all meetings and provide the overall leadership of the Association.  The President will appoint the Committee Chairperson and the chairperson and members of ad hoc committees.  All officers and chairpersons will be responsible to the President.

The President, or his/her nominee, will attend all Regional Officers’ Meetings sponsored by the TMA.

The notice of each meeting will be prepared by the Secretary and be reviewed by the President, which will provide an opportunity to include other items of interest to the membership.

2.       Vice President – The Vice President will assist the President as requested.  In the absence of the President, the Vice President will assume the responsibilities of the President.  The Vice President will be responsible for developing the program content and arranging for appropriate speakers for the business meetings.  The Vice President supervises the activities for the Arrangements Chairperson.  The Vice President is also responsible for any actions required to support members' professional certification.  The Vice President should, whenever possible, attend all Regional Officers’ Meetings sponsored by the TMA.

3.       Secretary  - The Secretary will keep the minutes of the meetings, send the Notice of Business Meeting and perform such other duties as are relative to the office.  This includes correspondence with the TMA.  The Secretary will also prepare and send the meeting notice.

4.       Treasurer – The Treasurer will collect the dues and is responsible for the disbursement of all monies of the Association.  The Treasurer will maintain a record of cash receipts and disbursements in ledgers that will be property of the Association and will submit that record to the Policy Committee Chairperson on an annual basis for review no later than January 31.  The Treasurer will prepare a report of the financial condition of the Association and the proposed budget, including per member dues, and present these at the Annual Meeting.

G.     The Committee Chairpersons, appointed by the President, and their responsibilities are:

1.       Arrangements Chairperson

a)      The Chairperson will make all program arrangements and will be responsible to the Vice President.

b)      The Chairperson will receive reservations from members and guests, ascertain that each guest is prepaid and deliver the collected guest fees together with appropriate documentation to the Treasurer for deposit.  This includes coordinating meeting costs with the Treasurer.  The Arrangements Chairperson is also responsible for verifying the accuracy of the meal count and approving all Business Meeting Expenses prior to payment by the Treasurer.

2.       Policy Committee Chairperson

a)      The Chairperson will be responsible for recommending to the members any changes in the Rules of the Association.  The Chairperson is also responsible for monitoring the activities of the Association and bringing deviations from the Rules to the attention of the President for action.

b)      Is responsible for auditing the annual financial statement.

3.       Membership Committee Chairperson

a)      The Chairperson will be responsible for reviewing membership qualifications.  This will include keeping an up-to-date membership roster.  The committee’s prime responsibility will be to maintain membership in the Association that is qualified and active.

b)      The Membership Committee will determine that the qualifications for membership are met and will accept the applicant as a new member, notify the Executive Committee and the membership.

c)      If any applicant interviewed by the Membership Committee fails to meet the membership qualifications, that conclusion and the reason for the conclusion will be communicated to the Executive Committee.

d)      If the Membership Committee determines that a member no longer meets the membership qualifications and/or has not complied with the membership responsibilities and the member does not offer to resign, the chairperson will notify the member in writing of the disqualification.  If this fails to prompt an offer to resign, the chairperson will recommend in writing to the Executive Committee that membership should be withdrawn.

e)      Any recommendation of the Membership Committee will be referred to the Executive Committee for ratification.

4.       Education Chairperson

a)      The Education Chairperson will be responsible for awarding annual scholarships to college students at the May meeting; announcing and posting educational and CTP credit opportunities on the website; announcing all candidates who passed the CTP exam in the area; and announcing any open treasury positions in the area and posting them to the website.

5.       Public Relations Chairperson

a)      The Public Relations Chairperson will be responsible for promoting the SWOAFP in area newspapers, including the Cincinnati Business Courier; creating a pocket-size card with meeting details to hand out to members and bankers to give to their customers; and giving an end of the year award for Legends of Cincinnati Practitioner of SWOAFP.

6.       Nominating Committee

a)      The Nominating Committee will be formed annually by the President.  The Committee will be responsible for nominating a slate of officers, publishing this slate as part of the Notice of Annual Meeting and presenting the slate at the Annual Meeting.

b)      The Nominating Committee will consist of the President, an at large member, and the immediate Past President who will serve as Chairperson.

7.       Ad Hoc Committees

a)      Ad Hoc committees may be established for specific purposes by action of the Executive Committee.

8.       Executive Committee

a)      The Executive Committee will be made up of the Elected Officers and appointed Committee Chairpersons, plus the immediate past president of the Association.  The Executive Committee is empowered to act on behalf of the Association on all matters.  Matters will be brought before the membership for action by vote as deemed appropriate by the Executive Committee.

 

VIII.     Indemnification

 

The SWOAFP shall indemnify each present or former Director, Officer, or committee member who was or is a party, or is threatened to be made a party, to any threatened, pending, or complete action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the SWOAFP), by reason of the fact that he/she is or was a Director, Officer, or committee member of the SWOAFP against expenses (including attorney's fees), judgments, fines, and amounts paid in settlements actually and reasonably incurred by him/her in connection with such action, suit, or proceeding.

 

IX.       Record Retention

 

All records of SWOAFP must be kept a minimum of seven (7) years.  Such records include accounting, membership, and attendance.

 

X.         Whistleblower Policy

 

Any unethical conduct observed by any of the members of SWOAFP can be reported to President@SWOAFP.org.

 

 

Last Amended November 14, 2007