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Society of Financial Service Professionals
As Approved by the Board of Directors 3.27.00
As Approved by the Membership 5.10.00
Revised in part 10.26.02
Revised in part 10.13.04
Revised in part 10.8.05
Revised in part 08.06.09
Name and Purpose
The name of the corporation is the Society of Financial Service Professionals, Inc. (FSP). FSP is incorporated under the laws of the Commonwealth of Pennsylvania and was established for the purpose of advancing professionalism and ethics in financial services and the recognition of credentialed professionals in this field.
Classes of Members
a. There shall be four classes of membership in FSP: regular, associate, student and international affiliate. Except as otherwise provided in these Bylaws, eligible persons shall be admitted to membership immediately upon application and payment of required dues and fees. Applicants for membership shall be reviewed by the Chapters serving the area in which the applicant resides or maintains a place of business and may be rejected for cause by a two-thirds majority vote of the Chapter Board of Directors. (As amended on by vote of the membership on October 26, 2002.)
No eligible person may be a member of a Chapter without being a member of FSP.
No eligible person may be a member of FSP without being a member of a Chapter except that an eligible person may apply for at-large membership under such terms and conditions as shall be determined by the Board of Directors.
Persons Eligible for Regular Membership
Regular membership may be conferred upon applicants under such terms as the Board of Directors shall determine from time to time. Regular members shall be entitled to the rights and responsibilities of membership, including the right to vote, and to hold office.
Special categories of regular membership such as emeritus, life and honorary, disabled, or retired may be conferred under such terms as the Board of Directors shall determine from time to time.
Rights and Responsibilities. Persons included in special categories of regular membership shall be entitled to the rights and responsibilities of membership, including the right to vote and to hold office.
(Amended by vote of the membership October 8, 2005.)
Persons Eligible for Associate Membership
Associate membership may be conferred upon applicants under such terms as the Board of Directors shall determine from time to time. Associate members may not vote or hold office, nor may they advertise their membership in the Society.
Associate membership encompasses student membership which may be conferred upon full-time students in a degree program at an accredited college or university under such terms as the Board of Directors shall determine from time to time. (Amended by vote of the membership October 8, 2005.)
Persons Eligible for Student Membership
Student membership may be conferred upon applicants under such terms as the Board of Directors shall determine from time to time. Student members may not vote or hold office, nor may they advertise their membership in the Society.
Student membership may be conferred upon full-time students in a degree program at an accredited college or university under such terms as the Board of Directors shall determine from time to time. (Amended by vote of the membership October 8, 2005.)
Persons Eligible for International Affiliate Membership (This section was created by vote of the membership on October 26, 2002.)
International affiliate membership may be conferred upon applicants under such terms as the Board of Directors shall determine from time to time. International affilate members may not vote or hold office in the United States.
The Board of Directors shall promulgate procedures for the removal of persons from membership. Sanctions may include reprimand or censure and suspension or revocation of membership. Suspension or revocation of membership in the Society shall also constitute suspension or revocation of Chapter membership. Membership shall be terminated for failure to pay dues.
Dues for membership in FSP and the conditions of payment shall be determined by the Board of Directors. No dues shall be transferred to the account of another person or refunded to any member whose membership terminates for any reason, except as otherwise provided under Article II of these Bylaws.
Board of Directors
FSP shall be governed by a Board of Directors, the size of which shall be determined by the Board of Directors but which consists of no less than 17 nor more than 23 elected voting directors who are regular members of the Society. Included in this number are those who are directors by reason of elected office.
The President, President-elect, Secretary, and Immediate Past President are directors by reason of elected office.
The Board shall represent the diversity of the membership represented within the Society as may from time to time be determined by the Board based upon the distribution of members according to such classifications as location, practice, Chapter size, or such other characteristics of the membership as may be categorized by the Chief Executive Officer.
The Chief Executive Officer shall serve as a non-elected director ex-officio without vote.
The Board of Directors shall have the authority and discretion to apoint up to two additional individuals as nonvoting directors to serve for a term of two-years. (This section was revised by vote of the membership on October 13, 2004.)
Except as otherwise specified in these Bylaws, no officer or director shall be elected for consecutive full terms. Terms of newly elected officers and directors shall commence each year upon adjournment of the annual meeting or on such other date as determined by the Board of Directors.
Directors, other than those who are directors by reason of elected office, shall be elected for three year terms.
Any elected officer and/or director may resign at any time by giving written notice to the President or the Board of Directors. 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 Board of Directors.
Any elected officer and/or director may be removed from office by a three-fourths majority vote of the entire Board of Directors.
Any vacancy occurring among elected officers and directors, except as may be otherwise provided in these Bylaws, may be filled by a regular voting member approved by the Board of Directors for the unexpired term of the position.
Authority and Responsibility
The Board of Directors shall be responsible for the control and direction of the affairs of the Society.
The Board of Directors, by a two-thirds affirmative vote of those present, may adopt and amend a code of ethics for the membership.
The Board of Directors, by a two-thirds affirmative vote of the entire Board, may adopt and amend policies for the governance of FSP and its affairs as shall be deemed advisable. The Board may delegate its authority within the scope for these bylaws through policies it may determine from time to time.
Frequency. The Board of Directors shall meet at least once during each fiscal year. Notice of regular and special meetings of the Board shall be given to directors no less than 30 days before such meeting. Special meetings of the Board may be called by the President, or at the written request of any five elected directors, by notice mailed or transmitted electronically no less than 15 days before the meeting is held. One or more directors may participate in a meeting of the Board by means of conference telephone, internet connection, or similar communication technology. Participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting.
Quorum. A majority of voting directors shall constitute a quorum. Unless otherwise specified in these Bylaws, any business placed before the Board of Directors shall require an affirmative vote from a majority of those present in order to be adopted.
Directors shall not receive any compensation for their services, but may be reimbursed for expenses incurred in the performance of their duties.
Officers of FSP
The elected officers of FSP and their responsibilities are:
President. The President shall be the chief elected officer of FSP, preside at all meetings of the Board of Directors, and make the annual report to the members. The President shall serve as principal spokesperson for FSP in its relationships with other organizations, and may delegate representation responsibility as appropriate. The President shall perform such other functions as may be prescribed by the Board of Directors from time to time.
President-elect. The President-elect will assist the President and, in the absence of the President, will function in the capacity of President. The President-elect shall automatically succeed to the office of President at the conclusion of the President's term in office or upon a vacancy in the office of President. The President-elect shall perform such other functions as from time to time may be prescribed by the Board of Directors.
Secretary. The Secretary will assure proper recording of proceedings of meetings, integrity of corporate documents, and such other duties as usually pertain to the office of corporate secretary. Such duties of the Secretary as may be specified by the Board of Directors may be delegated to the Chief Executive Officer or his/her designee.
Terms of Office
All elected officers shall be elected for a term of one year or until a successor is elected.
Qualifications for Office
Any regular member in good standing shall be eligible for nomination and election to elective office, provided s/he shall have served at least three years as a member of the Board of Directors prior to his/her installation as an officer.
Chief Executive Officer
FSP shall be administered and managed by a salaried staff person employed by, and directly responsible to, the Board of Directors. S/he shall function as the Chief Executive Officer (CEO) of FSP and shall be a non-elected, non-voting officer of FSP. The CEO shall manage and direct all functions and activities of FSP, including employing and terminating staff necessary to carry on the work of FSP, and such other duties as may be specified by the Board of Directors.
The Board of Directors, acting together or through the President, may establish or eliminate Committees to assist the Board in its responsibilities.
Standing Committees of the Board
There shall be two permanent standing Board committees, a Nominating Committee and an Audit Committee.
Nominating Committee. The Nominating Committee, consisting of the Chairperson and four additional members, shall be appointed by the Board of Directors. Candidates for the Nominating Committee and its Chairperson shall be recommended by the President. The CEO shall serve on the Committee as a member ex-officio without vote. Members of the Nominating Committee shall be announced not later than March 1 of the year in which the Committee is convened.
Audit Committee. The Audit Committee shall consist of a Chairperson and two additional members. The Chairperson shall be appointed by the President subject to approval by the Board of Directors. The Audit Committee Chairperson shall be an elected member of the Board of Directors with at least one year of completed service, and shall be empowered to appoint two Committee members who are regular members of the Society. The Audit Committee shall have the responsibility of supporting the Board in its responsibilities of reviewing the financial affairs of the Society, selection of auditors, and reviewing compliance with Board policies.
Special Board Committees may be created or eliminated as specified under the Board-approved policy concerning Committees.
Voting and Elections
The Nominating Committee shall announce to the membership its nominations for the offices of President-elect, Secretary, and members of the Board of Directors not less than 75 days in advance of the annual meeting. Additional nominations may be made by a resolution signed by 200 regular members in good standing who belong to at least three different Chapters and which is submitted in writing to the Secretary of FSP at least 60 days in advance of the annual meeting.
At any annual meeting or special meeting for which an official notice of meeting has been extended to regular members, the affirmative vote of a majority of votes represented by proxy and/or voting in person is required to elect officers and directors. Each regular member of FSP will have one vote. Voting by proxy or in person will be in conformance with the laws of the Commonwealth of Pennsylvania. Proxies shall be submitted to FSP headquarters and certified by the staff or other party acting independently of the Board or the Nominating Committee. Following certification, proxies shall be voted as follows:
The Secretary will report at the annual or special meeting the total number of regular members, the number of members present or represented by proxy, and whether a quorum exists.
The Secretary, or other Board designated director, will cast the proxy votes of regular members as directed by the members on the proxy statements.
If a nominee becomes ineligible prior to election or withdraws prior to election, then the floor will be open for nominations for such position(s) and the Secretary will vote the certified proxies of the regular voting members for the nominee if the nominee is running unopposed. Should there be two or more nominees, then the Secretary will vote the certified proxies of the regular voting members as instructed by the Board of Directors.
Meetings of FSP Membership
An annual meeting will be held at least once during each fiscal year at a time and place to be determined by the Board of Directors. Notice of meetings shall be provided, in a manner conforming to Pennsylvania nonprofit corporate law, to all members of record of FSP not less than 45 days in advance of the date of the meeting. Members of record shall be all members whose applications have been received and accepted as of 90 days preceding the annual meeting. The notice of annual meeting shall include a notice of meeting, a proxy, and an agenda that will include, but not be limited to, the following: a report to the membership on the state of the Society, the election of officers and directors, and the presentation of resolutions. Included within this report to the membership shall be a summary of significant actions taken by the Board since the previous annual meeting, report on financial and membership status of FSP, and other reports as deemed necessary and proper.
Quorum. Five percent of the total regular membership, in person or represented by proxy, shall constitute a quorum at any meeting of the membership. All proxies, to be valid, must be received at the offices of the Society no later than seven days prior to the meeting at which the proxy is to be exercised. Proxies may be submitted at the annual meeting in accordance with Pennsylvania law.
Resolutions. Only resolutions placed on the agenda may be voted on at meetings. Resolutions can be placed on the agenda by either of the following procedures:
By resolution adopted by a majority of the Board of Directors and submitted to the Secretary at least 60 days before the annual meeting; or
By a resolution signed by 200 regular members in good standing who belong to at least three different Chapters and submitted in writing to the Secretary of FSP at least 90 days before the annual meeting.
Notice. Official notice to members shall be deemed duly given when published by FSP and mailed, shipped or transmitted to the most recently available address of the member by either (a) US Postal Service, (b) independent carrier, or (c) electronic transmission.
The fiscal year of FSP shall be from October 1 of each year to September 30 of the following year, or such other year as determined by the Board of Directors.
The amount and date of payment of dues are to be determined by the Board of Directors.
Those FSP representatives authorized to administer bank and other financial accounts shall be specified in FSP's Board Banking Resolution.
Those FSP representatives authorized to conduct borrowing activities on behalf of FSP shall be specified in the FSP's Board Borrowing Resolution.
Society representatives authorized to conduct investment activities on behalf of FSP shall be specified in FSP's Board Investment Resolution.
Audit. The accounts of FSP shall be audited at the end of each fiscal year by a Certified Public Accountant who shall be appointed by the Board of Directors.
The Board of Directors shall establish all requirements necessary for the formation and recognition of FSP Chapters. Requirements for Chapter recognition will include, but are not limited to, the following:
The Articles and Bylaws of each Chapter must conform to the purposes of FSP as expressed in the Society's Articles and Bylaws and may contain no provision inconsistent with the Articles or Bylaws of FSP.
Chapters shall be self-governing independent entities responsible for the conduct of their own business affairs.
Chapters shall have no right to vote in FSP affairs and shall not pay dues to FSP.
Any Chapter seeking to amend its Articles or Bylaws shall immediately file proposed revisions with FSP with said revisions taking effect only with the approval of the CEO or his/her designee.
No Chapter may serve as Chapter of any other organization concurrent with its status as a Chapter of FSP without the approval of the FSP's Board of Directors.
The Board of Directors shall have the right to suspend or revoke official recognition accorded to any Chapter for due cause upon the affirmative vote of two-thirds of the Board members present. Such action may be taken only after reasonable notice has been given to the Chapter concerned and an opportunity provided for a hearing of the Chapter's response.
Inasmuch as the basic sponsorship of such associations resides essentially in the companies which lend their names to them, FSP imposes no other regulations upon them, relying upon the assurance that their objectives and operation will always be consistent with the purposes of FSP. However, it reserves to the Board of Directors of FSP the right to suspend or revoke, for due cause, recognition accorded to any company association upon the affirmative vote of two-thirds of the Board's members. Such action may be taken only after reasonable notice has been given to the officers of the association and the officers of the company with which it is affiliated, and an opportunity provided for a fair and proper hearing.
Amendments to Bylaws and Articles
Amendments to the Bylaws may be proposed by a resolution which has received an affirmative approval of two-thirds of the Board of Directors present and voting. Board-approved amendments shall be distributed to the regular members accompanied by a proxy form for voting of the amendments at a meeting of the Society pursuant to such notice as required under these Bylaws. A majority of two-thirds of the regular members present or voting by proxy shall be required to adopt any amendment to these Bylaws.
Amendments to the Articles of Incorporation may be proposed by a resolution which has received an affirmative approval of two-thirds of the Board of Directors present and voting. Board-approved amendments shall be distributed to the regular members accompanied by a proxy form for voting of the amendments at a meeting of the Society pursuant to such notice as required under these Bylaws. A majority of two-thirds of the regular members present or voting by proxy shall be required to adopt any amendment to the Articles.
Parties qualifying for indemnification hereunder shall be all present and former officers, directors, employees, and committee members of FSP, their heirs, executors and administrators and such other parties as are authorized by FSP's Board of Directors and for whom insurance is maintained by FSP.
Terms of Indemnification
FSP shall indemnify all parties qualified under Section 1 of this Article who were or are parties, or threatened to be made parties, to any threatened, pending or completed action, suit or proceeding either civil, criminal, administrative or investigative by reason of actions carried out within the scope of such parties' duty to FSP against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such parties in connection with such action, suit or proceeding, to the extent that such parties are not insured or otherwise indemnified and the power to so indemnify has been or may be granted by statute; except, that no indemnification shall be made in respect of any action or suit by or in the right of FSP as to which the party shall have been adjudged to be liable for negligence or misconduct in the performance of duty owed to FSP, unless and only to the extent a court competent to do so shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, the party is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
The indemnification provided for in Section 2 of this Article shall be authorized by the Board upon its determination, by a majority vote of a quorum consisting of directors who are not parties to the action, suit or proceeding or, if such quorum is not obtainable, or even if obtainable a majority of such quorum so directs, by independent legal counsel, that the party qualifying for indemnification under this Article acted in good faith and in a manner the party reasonably believed to be in, or not opposed to, the best interest of FSP and, with respect to any criminal action or proceeding, the party had no reasonable cause to believe that the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself either create a presumption that the party did not act in good faith and in a manner which the party reasonably believed to be in, or not opposed to, the best interest of the Society or with respect to any criminal action or proceeding shall not of itself create the presumption that the party had reasonable cause to believe the conduct unlawful.
Not Exclusive Right
The foregoing right of indemnification shall not be exclusive of other rights to which parties qualified for indemnification under this Article may be entitled as a matter of law, contract or otherwise.