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Article I: NAME
The name of this organization shall be the Silicon Valley Association for Financial Professionals (the "SVAFP").
Article II: PURPOSE
The SVAFP is a non-profit professional association dedicated to serving the needs of treasury professional members at all stages of their career by providing the following services:
- Networking: Creating opportunities to meet professional peers and colleagues, and providing a forum for sharing ideas, experiences and information relating to SVAFP members' professional activities;
- Education: Offering seminars, training and educational programs directed at the interests and needs of SVAFP members (including, but not limited to, educational programs that qualify for CTP certification continuing education credits); and
- Career Development: Offering career development and planning assistance to members (including, but not limited to, maintaining a current list of employment opportunities).
Article III: MEMBERSHIP
Membership is granted by approval of the Chairperson, Membership following the review of a member's Application for Membership. As a condition of membership, members are not permitted to solicit business from other members or attendees during meetings or other events held by the SVAFP. Additionally, members are not permitted to use SVAFP mailing lists for the purposes of soliciting business.
Section 1: Classes of Membership
The SVAFP offers two (2) classes of membership:
1. Individual Membership, and
2. Company Transferable Membership
Section 2: Individual Membership
Any individual meeting the following criteria is eligible for an Individual Membership if:
- The individual subscribes to the objectives of the SVAFP and agrees to abide by the Bylaws of the SVAFP;
- The individual has been accepted for membership by the Chairperson, Membership; and
- The individual has paid SVAFP membership dues as set by the Board of the SVAFP.
Each Individual Membership:
- Shall be entitled to one (1) vote on all matters before the SVAFP;
- Cannot transfer membership rights including attendance at meetings on behalf of the member to any other individual
- Is issued for the benefit of a single person.
- May invite guests to SVAFP meetings, but guests must pay the guest fee; and
- Is eligible to serve on the Board of the SVAFP.
Section 3: Company Transferable Membership
All corporations or other legal entities meeting the following criteria are eligible for Company Transferable Membership if:
- The persons selected by the company to participate in SVAFP activities on behalf of the company subscribe to the objectives of the SVAFP, agree to abide by the Bylaws of the SVAFP and have individually completed an Application for Membership;
- The company and the persons completing the individual Applications for Membership have been accepted for membership by the Chairperson, Membership; and
- The company has paid SVAFP membership dues as set by the Board of the SVAFP.
Each Company Transferable Membership:
- Shall designate one person from the company as the voting member who shall be entitled to one (1) vote on all matters before the SVAFP and who is eligible to serve on the Board of the SVAFP. The designation of voting member cannot be changed during the course of the fiscal year unless the designated voting member ceases to be employed by the company.
- Shall permit one regular employee of the company to attend any given SVAFP event on behalf of the company, and shall permit the company to change such designated attendee from time to time at the company’s discretion, provided however, that a) each attendee must complete an Application for Membership; b) the Application for Membership must be approved by the Chairperson, Membership, and c) if more than one person from the company attends any particular SVAFP event at one time, the additional attendees shall be required to pay a guest fee.
- Shall not permit contractors, consultants, or other persons who are not W-2 employees of the company to attend as representatives of the company.
- Persons attending functions under the Company Transferable Membership may invite guests to SVAFP meetings, but guests must pay the guest fee.
Section 4: Termination of Membership
Resignation: Any member may resign by filing a written resignation with the Secretary. Such resignation shall not discharge any obligations to pay dues, assessments, or other charges accrued and unpaid. No refund shall be made on any dues.
Suspension, Termination and Expulsion: Grounds for termination shall include but not be limited to:
- Failure to pay dues within 60 days of invoice date;
- Receiving complaints by other members about the member’s offensive behavior;
- Solicitation of business during meetings or other events held by the SVAFP;
- Inappropriate use of SVAFP mailing lists or membership rosters
- Disruptive behavior during meetings or other events held by the SVAFP.
Notwithstanding the above, membership of any person may be terminated without cause by a majority vote of the current Board of Directors.
Any member who fails to pay dues within sixty (60) days of invoice, or who becomes ineligible for membership for any other reason, may be suspended by the Secretary, but shall be reinstated without readmission if within two (2) months of such suspension the condition which caused the suspension is remedied to the satisfaction of the Board of Directors in their sole discretion, as determined by a unanimous vote. If the Member fails to remedy the condition which caused suspension within such two (2) months, membership shall be immediately terminated. The Secretary shall provide the SVAFP President with timely notice of any suspension, termination or expulsion action taken. In the event of termination of membership for any reason other than failure to pay dues as required hereunder, membership dues paid for the current fiscal period shall be returned to the member on a pro-rata basis based upon the number of meetings remaining in the current fiscal year as of the date of suspension relative to the total number of meetings scheduled for the year.
Article IV: MEETINGS
Section 1: Regular Meetings.
The SVAFP will hold eight (8) meetings in a calendar year. Meetings will be held in separate months on dates determined by the Board. Additional meetings may be held as approved by the Board.
Section 2: Annual Meeting.
One of the regular meetings will be designated as the annual business meeting of the SVAFP. The current Board will present to the membership a summary of the activities and budget for the current fiscal year. Members will approve the budget for the current fiscal year by majority vote of the members, present or by proxy.
Section 3: Meeting to Elect New Officers.
One of the regular meetings will be designated as the meeting in which the current Board of the SVAFP presents to the membership a slate of candidates for the coming year’s Board. Members will elect the coming year’s officers by majority vote of the members, present or by proxy.
Article V: DUES
The Board of the SVAFP shall assess dues from its members to cover SVAFP expenses. Invoicing will take place during December of each year for the following year. Member dues are payable in advance, once a year, due no later than sixty (60) days from the invoice date. Individual Memberships and Company Transferable Memberships may have different annual dues.
Members may join after June 30 by paying two thirds of the annual fee. No other pro-rating is permitted.
Article VI: FISCAL MATTERS
Section 1: Fiscal Year.
The fiscal year of the Association is the calendar year.
Section 2: Management of SVAFP Funds.
Any two officers of the SVAFP are empowered to open, maintain, and close bank accounts on behalf of the SVAFP. The authorized signers of the bank accounts must be members and may be the President, Vice President, Treasurer, Secretary and their designees.
Article VII: BOARD OF DIRECTORS
Section 1: General Powers.
The Board of Directors of the SVAFP shall assume the general management of the affairs of the SVAFP. The Board of Directors shall by majority vote of the members present at the first Board meeting of each year approve a plan of action for that year, prepared by the President. The Board shall approve such other matters that come before it by majority vote of the members present at each Board meeting.
Section 2: Composition of the Board of Directors.
The Board of Directors of the SVAFP shall consist of at least 4 primary directors: 1. President; 2. Vice President; 3. Treasurer and 4. Secretary (which in aggregate shall be the “Primary Directors”). Up to three additional directors may be elected to hold the following positions: Chairperson, Program Committee; Chairperson, Communications; and Chairperson, Membership (which in aggregate shall be the “Additional Directors”). If no Additional Directors are elected, or an insufficient number of Additional Directors is elected, the responsibilities of the Additional Directors shall be consolidated into the job responsibilities of the Primary Directors at the direction of the President. When there are five (5) or more persons serving as directors, it shall be required that a majority of the directors shall be Corporate Practitioners. If there are four (4) or fewer directors, then at least two of the directors shall be Corporate Practitioners. For the purposes of this Section, “Corporate Practitioner” shall mean a person holding or effectively performing the position of Treasurer, Assistant Treasurer, Treasury Manager, Cash, Risk, FX or Stock Services Manager, Treasury Analyst, Financial Analyst, Treasury Accountant or similar position within the treasury, finance, or accounting departments of the company for which the person is a w-2 employee who is not engaged in the sale or provision of products or services to such practitioners or the companies where practitioners work. In the event it is unclear whether a person qualifies as a Corporate Practitioner, the current Board of Directors by majority vote shall make the determination which shall be binding.
Section 3: President
The President shall be the Chief Executive Officer of the SVAFP, and shall hold supervisory powers over the business affairs of the SVAFP and its officers. The President shall prepare a plan of action for each fiscal year, outlining objectives in alignment with the overall purpose and goals of the SVAFP, and submit that plan to the Board of Directors for approval at the first Board of Directors meeting of the year. The President shall preside at all meetings of the Board of Directors and the membership, and shall enforce the rules and regulations set forth in these Bylaws. The President shall appoint the chairperson of each additional committee designated by the Board of Directors. All officers and chairpersons shall be responsible to the President. The President shall act as the SVAFP’s representative for the San Francisco Treasury Symposium.
Section 4: Vice President.
The Vice President shall assist and counsel the President in SVAFP duties and shall, in the absence of the President, assume all the duties of the President. The Vice President shall perform the duties assigned to him/her from time to time by the President.
Section 5: Treasurer.
The Treasurer will have general supervision of the funds of the SVAFP, and shall maintain a current record of all receipts, disbursements, assets and liabilities of the SVAFP, and shall report the results of operations at least quarterly to the Board of Directors. The Treasurer shall recommend and collect annual member dues amounts, assessments, and guest fees of the SVAFP. The Treasurer shall make an annual report to the members at the annual meeting of the financial condition of the SVAFP as of the end of prior fiscal year, and perform all other duties relative to the Office of Treasurer as may be assigned from time to time by the President.
Section 6: Secretary.
The Secretary will keep minutes of all meetings of the Board of Directors, keep a record of all official actions of the SVAFP, issue notices of all meetings, mail notices to members, keep a register of all members, maintain attendance records of members, and perform all duties relative to the Office of Secretary. The Secretary shall conduct the election of the Board of Directors for the following year at the October meeting of the SVAFP. The Secretary shall retain records of the SVAFP in accordance a retention policy adopted by the Board.
Section 7: Chairperson, Program Committee.
The Chairperson, Program Committee shall be responsible for developing the program topics and locating speakers for the general meetings of the members. The Chairperson, Program Committee shall also be responsible for all arrangements and logistics for those general meetings. The Chairperson, Program Committee may appoint additional members to the Program Committee to carry out the objectives of this office.
Section 8: Chairperson, Communications
The Chairperson, Communications shall be responsible for ensuring a consistent, two-way dialog between the Board of Directors and the membership. The Chairperson, Communications, shall also serve as the SVAFP’s primary contact person for communication with the press. The Chairperson, Communications will manage the SVAFP web site, including supervision of the Webmaster. The Chairperson, Communications will employ the latest services and technologies to ensure that members are informed of Chapter meetings and other special events.
Section 9: Chairperson, Membership.
The Chairperson, Membership shall be responsible for maintaining records of all current members including maintaining in good order records of Applications for Membership and records of the status and type of membership attributed to each member. Prior to each regular meeting, and upon request of the Secretary, Treasurer or the Board of Directors, the Chairperson, Membership shall provide a list of all current members in good standing which sets forth their name, company, and type of membership. This list shall be used to check in members to the meetings and for other purposes as determined by the Board of Directors.
Section 10: Election.
Each officer shall be elected by a majority vote of the members, present or by proxy, at a regularly scheduled meeting of the SVAFP.
Section 11: Term Limits.
The term of each office shall be one year. No officer may serve more than three (3) consecutive years in any one office.
Section 12: Resignations.
Any officer may resign at any time by giving written notice to the Secretary and such resignation shall take effect at the time specified in such notice.
Section 13: Removals.
A Director may be removed from office with or without cause by an affirmative vote of two-thirds (2/3) of the Board of Directors, taken at a meeting of the Board of Directors held at least thirty (30) days after notice in writing is given to all directors that such removal action will be considered and the reason(s) therefore.
Section 14: Vacancies.
The President may fill any vacancies in any office of the Board of Directors for the balance of the term in consultation with the balance of the remaining Board of Directors.
Section 15: Waiver of Dues.
If a duly elected member of the SVAFP Board of Directors is not employed or if that member’s employer declines to pay dues, that member is entitled to have their membership dues waived during their term of service on the SVAFP Board of Directors.
Article VIII: QUORUM REQUIREMENTS
A simple majority of the members shall constitute a quorum of the membership. A simple majority of the Board of Directors shall constitute a quorum for the Board of Directors.
Article IX: RULES
The rules contained in Robert’s Rules of Order shall govern the SVAFP in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
Article X: MODIFICATION AND AMENDMENT
Modifications and amendments to these Bylaws shall be made only with the affirmative vote of two-thirds (2/3) of the Chapter membership, present or by proxy. Notwithstanding the above, a vote to modify these Bylaws in a way that would deny membership to classes of individuals or companies who are not Corporate Practitioners as defined in Article VII, paragraph 2 shall not be permitted until after December 31, 2016, and following such vote, such an amendment will not be effective until one year after the date of such vote.
Article XI: EFFECTIVE DATE
These Bylaws shall become effective as of January 1, 2011.
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