Association Bylaws
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Northern Ohio Association for Financial Professionals (AFP) - FKA NORTHEASTERN OHIO TREASURY MANAGEMENT ASSOCIATION BYLAWS

(As Amended May 20, 1987; November, 1989; November, 1991; April, 1992; March,
1993; November, 1993; October, 1994; June 1997, November 2003, October 2015 and August 2017)



I. Name and Purpose

The name of the Corporation is Northern Ohio Association for Financial Professionals (AFP) FKA Northeastern Ohio Treasury Management Association (NEOTMA). It is incorporated in the State of Ohio as an S-Corporation with non­profit status under federal code 501(c) (6) (Educational/Professional Organization) under Northern Ohio Association for Financial Professionals, Inc. Northern Ohio AFP’s mission is to provide a forum for the exchange of ideas, concepts and techniques related to the management of financial functions with emphasis on working capital, particularly cash.

II. Membership

A. Membership is restricted to individuals having responsibility for financial functions within his or her organization and/or Associates whose primary job responsibilities are those of supplying goods or services to the financial function. Membership is extended to individuals employed by a post-secondary educational institution, whose duties involve teaching or research in matters related to financial management. Lastly, undergraduate and graduate college/university students studying business are also eligible to be members of Northern Ohio AFP.

B. Membership is extended to individuals residing in or working in the Northern Ohio region of Ohio, including the Cleveland, Akron, Canton and Youngstown metropolitan areas, but may be offered to individuals throughout the state of Ohio. Membership is extended to out-of-state individuals if their employer/company maintains a satellite office or branch within Northern Ohio.

C. Memberships are granted to individuals, not companies, regardless of who paid the annual dues. Individuals retain their membership status if they change employers or become unemployed during a membership year. Membership may not be transferred to another individual at a member's company should the member's employment be terminated or position changed

D. Members who are displaced and between positions may be offered free membership dues during the period of unemployment for up to one full membership year. Individuals must have been a paid member during the previous two membership years. This benefit may be used only once by each member.

E. The Board of Directors may alter, amend, or establish new or different membership criteria.

F. In honor of their many years of service to Northern Ohio Association for Financial Professionals FKA Northeastern Ohio Treasury Management Association Paul Dunn, Jeannette Fabian and Mark Webster are hereby recognized as lifetime members of Northern Ohio AFP. Paul, Jeannette and Mark are free to attend monthly breakfast/luncheons and the annual Idea Exchange free of charge.



Ill. Fiscal Policies

A. The fiscal year for Northern Ohio AFP, for the purposes of taxes and other financial reporting, is January 1 through December 31.

B. The membership year for Northern Ohio AFP is January 1 – December 31. Dues shall be payable on or before January 1.

C. The Executive Committee shall annually determine, approve and publish a fee schedule. The fee schedule will include membership fees, monthly meeting expenses and any other Association requirement fees.

D. The President, Vice President and Treasurer are empowered to open, maintain, and close bank and other financial accounts on behalf of Northern Ohio AFP. The authorized signers on Northern Ohio AFP bank accounts shall be the President, Vice President and Treasurer.

E. The Board of Directors may employ the services of consultants as deemed necessary for purposes including, but not limited to: administration, bookkeeping, tax preparation, record keeping, web design and programming, event planning, legal services or public relations.


IV. Meetings

A. Meetings shall be held monthly with some exceptions, i.e. summer months and shall fulfill the following minimum guidelines:

1. A conference shall be held annually and organized by a Committee. The format of the conference shall be such that attendees earn renewal credits for the Certified Cash Manager (CCM), Certified Treasury Professional (CTP), Certified Public Accountant (CPA), and Financial Planning and Analysis (FP&A) credentials.

2. A minimum of eight (8) regular meetings shall be held each membership year. The format of the meetings shall be such that attendees earn at least 1 renewal credit for the CCM, CTP or FP&A credentials.

B. The current Board of Directors shall call a meeting at least one (1) time per year to provide direction to newly elected officers.

C. The November meeting is designated as the annual meeting of the Northern Ohio AFP at which time officers shall be elected.

D. Marketing of goods or services will not be permitted at any Northern Ohio AFP meetings without prior approval of the Board of Directors.

E. Board Meetings - will be quarterly in person with conference calls when necessary

1. Board Meetings - A quorum of 25% is required for all meetings and decisions made at meeting.


V. Elections and Votjng

A. Officer Nominations will be solicited annually in October.

B. To be considered eligible to run for an elected position, a candidate must be a member for at least two years immediately prior to taking office.

C. If a slate of officers is uncontested, a voice vote confirmation at the annual meeting is permitted.

D. If an election is required, the Secretary will send a ballot to all members in a manner approved by the Executive Committee. Members will be instructed to return the ballots in a manner approved by the Executive Committee

E. Each member will have one vote.

F. Candidates receiving a simple majority of the ballots returned will be declared the winners.

G. Ballots may be sent to membership via electronic means such has Survey Monkey or some other survey tool for communication of candidates

VI. Officers and Committee Chairpersons
The elected officers (AKA the Executive Committee) of Northern Ohio AFP shall be:
President
Vice President
Treasurer
Secretary
In addition to the Officers, the Board shall also be comprised of Committee Chairpersons, who are duly appointed by the Board of Directors.

Northern Ohio AFP shall be governed by a Board of Directors, consisting of the previous year’s President, provided they are still a member, and the Executive Committee (President, Vice President, Treasurer, and Secretary). If the previous year’s President cannot serve as a Director, that position may be filled by another member at the discretion of the Executive Committee.


Officers can serve a maximum of two years. Chairpersons can serve a maximum of two years. The appointment of a Chairperson is at the discretion of the Executive Committee. The maximum number of years an individual can serve as an Officer or Chairperson is six years. An individual can be re-elected or re-nominated as an officer or chairperson two years after the last year served. However, exceptions to the term can be made on an exception basis at the discretion of the Executive Committee.


The Responsibilities of Elected Officers of the Northern Ohio AFP are as follows:
Executive Committee
The Executive Committee shall be comprised of the President, Vice President, Treasurer, and Secretary of the Association. The Executive Committee, by majority vote, shall determine dues and meeting fees. An Executive Committee member must approve all Northern Ohio AFP expenses under $1,000. The Executive Committee, by majority vote, shall approve all Northern Ohio expenses of $1,000 or more.

President

The President shall be the Chief Executive Officer of Northern Ohio AFP, preside at all meetings of the Board of Directors and of members, and make the annual report to members. The President has general charge of the business and affairs of Northern Ohio AFP, subject to the advice of the Board of Directors, and may execute in the name of the Northern Ohio AFP any authorized obligation.

The President shall manage or supervise the conduct of the finances and relations of the Northern Ohio AFP with its members and with the public. The incoming President shall appoint the chairpersons for the following year after the annual elections. Additional committees may also be established. All other officers and chairpersons shall be responsible to the President. The President, or designee, shall serve as the delegate representing Northern Ohio AFP members at the Association for Financial Professionals (AFP) Annual Conference.

Vice President

The Vice President will assist the President and in the absence of the President, will function in the capacity of the President. In addition, the Vice President will undertake special projects at the request of the President. . The Vice President, or designee, shall serve as the delegate representing Northern Ohio AFP at the AFP Regional Officers Meeting.




Treasurer

The Treasurer will collect/receive dues and disburse all funds of Northern Ohio AFP.

The Treasurer may retain the services of an accountant on a contract basis with the approval of the Board of Directors to assist with bookkeeping, tax filings or other duties of the Treasurer. The accountant shall report to the Treasurer.


The Treasurer will work with Northern Ohio AFP’s accountant to maintain a record of cash receipts and disbursements for inclusion in annual report to the membership and for audit by the Board of Directors. The Treasurer will work with Northern Ohio AFP’s accountant to for the preparation of the annual budget and any filings required by the government agencies; invest excess funds; ensure Northern Ohio AFP is current with Director & Officer insurance and General Liability insurance; open, maintain and close bank accounts on behalf of Northern Ohio AFP; and perform all other duties relative to the office of the Treasurer.


Secretary

The Secretary will keep the minutes of the meetings, mail various notices to members and will perform all duties relative to the office of the Secretary.




VII. Officer and Director Compensation

Officers and Directors shall not receive any compensation for their services as members of the Board. The Board may, however, authorize payment of expenses of any Board member while performing the official business of Northern Ohio AFP.

However, Board members are only required to pay the annual membership dues and the fee for Idea Exchange attendance fee will be waived.

In addition, Board members that do not get reimbursed by their company for monthly breakfast or lunch will not be charged for their attendance.




VIII. Indemnification

Northern Ohio AFP shall indemnify each present or former Director, Officer or committee member (and their executor, administrator and heirs), against expenses (including attorney's fees) actually and necessarily incurred by him/her in connection with the defense of any litigation to which the individual may have been a party because he/she is or was a Director, Officer or committee member of Northern Ohio AFP.

The individual shall have no right to reimbursement, however, in relation to matters as to which he/she has been adjudged liable to Northern Ohio AFP for negligence or misconduct in the performance of his/her duties, or was derelict in the performance of his/her duty as Director, Officer, or committee member by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his/her office or appointment.

The right to indemnity for expenses shall also apply to the expenses of suits, which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, Officer or committee member may be entitled. The private property of any Director, Officer or committee member shall not be subject to the debts, obligations and liabilities of Northern Ohio AFP.

IX. Amendments to Bylaws

A. Amendments to these Bylaws may be proposed by any one of the following procedures:

1. by resolution adopted by a majority of the Board of Directors;

2. By written submission signed by 10 Members in good standing as of the date of submission.

B. All proposed amendments of the Bylaws will be sent by the Secretary to all members in a manner approved by the Executive Committee. Members will be instructed to return the ballots in a manner approved by the Executive Committee

C. Each member will have one vote.

D. All proposed amendments to these Bylaws shall require the consent of a simple majority of the members who cast a ballot for adoption.

E. Proposed amendments will be sent to membership in electronic format such as Survey Monkey or some other survey tool.

X. Dissolution

A. The Board of Directors can recommend to membership to dissolve the association. Examples such as low membership or the association is operating in a fiscal deficit may warrant dissolution. In order to dissolve the association, a vote by membership is required and must be by a simple majority vote of remaining members.


On dissolution of Northern Ohio AFP, any funds remaining after payment of all obligations shall be distributed to an educational entity supporting a business discipline deemed appropriate by the Board of Directors.


Amended by:

Stephanie Uhl
2017 President

2015 Officers and Committee Chairpersons

Kevin M. James
2003 President

Bruce Sautter
1996-1997 President

Karen M. Buchanan
1994-1995 President

Nancy 0. Kroh
1993-1994 President

Lisa G. Yager-Ross
1992 President

Karen L. Koscinski
1991 President

P.H. Dunn
1989 President

Donna M. Pack
1987 President

Nancy L. Garland-Garish
1986 President



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Northern Ohio Association
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PO Box 31215
Independence, OH 44131
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