Constitution and Bylaws

Constitution and Bylaws: Articles I through XV

Article I

NAME
Section 1 This Association shall be known as “The Investment Traders Association of Philadelphia”.

Article II

OBJECT
Section 1 The purpose of this association is to promote, encourage and to further the high standards of ethics and just principles of business among the members engaged and interested in the securities industry, also to promote and encourage good fellowship and a spirit of cooperation.

Article III

MEMBERSHIP
Section 1 Active membership shall consist of the following classes:

Regular Membership
(a) Any person regularly engaged or employed as a securities trader in the investment, security, fintech, or banking business either currently working within or with an office in the City of Philadelphia and vicinity.
(b) Persons who are not securities traders but who are employed by firms, government agencies, or other entities, engaging in the investment, securities, fintech, or banking business, or regulating or advising the investment, securities, fintech, or banking industry, and whose
employment assists, supports or is related to securities trading currently working within, or with an office within, the City of Philadelphia and vicinity shall be eligible for Regular membership in the Association.
(c) Individuals who do not work in finance directly but have a genuine interest in securities trading/investing, actively participate in the markets, and seek educational content and networking opportunities related to securities trading and investing, are also eligible for
Regular membership in the Association.

Junior Membership
Junior Membership is available to young members, who otherwise meet the eligibility requirements of Regular Membership. Age limits for Junior Membership will be determined from time to time by the Board.

Sponsorship Membership
At the discretion of the Board of Governors, individuals deemed appropriate and affiliated with the sponsoring entity may be granted Sponsorship Membership, which includes benefits determined by the Board.

Honorary Membership
At its discretion, the Board of Governors may elect such persons as it deems appropriate to Honorary Membership in the Association.
Section 2 A prospective member must be twenty-one (21) years of age or older and sponsored by an active member.
Section 3 If any member should change employment to another industry, it shall be within the discretion of the Board of Governors to determine whether or not they should be dropped from the membership.
Section 4 Voting privileges shall be vested in any member in good standing, all other members shall be entitled to all other rights and privileges of the organization including the gratuity fund if eligible.
Section 5 Any member may be expelled for conduct harmful to the interests of the Association by a majority vote of the entire Board of Governors after having been given ten days’ notice and an opportunity to be heard in person in their own defense by the Board of Governors.

Article IV

OFFICERS AND BOARD OF GOVERNORS
Section 1 The right to hold office and membership on the Board of Governors shall be limited to active members in good standing.
Section 2 The administration of the Association shall be vested in a President, Vice President, Secretary, Treasurer, and a Board of Governors of four (4) members who shall have been elected by a vote of the membership.
Section 3 The President at the expiration of his/her term of office shall automatically assure a post as a member of the Board of Governors.
Section 4 No institution shall have more than three (3) representatives on the Board of Governors, and no more than two (2) to serve as officers in the same calendar year. In the event of any officer or member of the Board of Governors changing their position to take
employment with another firm represented by three (3) persons duly elected, the member or members making the change shall resign from their post in the Association.
Section 5 The said three officers shall hold office for a term of two (2) years and by virtue of the several offices be members of the Board of Governors.
Section 6 Members of the board of Governors shall be elected for a term of three (3) years, the terms having been so arranged that ideally three (3) vacancies shall occur successively each year. Because of attrition this number may vary from year to year.
No governor shall serve more than three (3) consecutive three-year terms or, in any event, more than ten (10) consecutive years, after which they will not be eligible for re-election until one (1) full year has elapsed. This shall not include time served as an officer of the Association.
Section 7 Any members of the Association may, in writing, nominate a candidate or candidates for office. Notice of such nominations must be in the hands of the Secretary at least three weeks before the Annual Meeting and shall be communicated to the members as soon
thereafter as reasonably possible.

Article V

COMMITTEES
Section 1 The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Past President. Any action of the Executive Committee is subject to review by the full Board of Directors and subject to a vote of the Board of Directors.
Section 2 Other Committees. The Board of Directors shall have the power to form and define the duties of other committees as deemed necessary and shall have general supervision of their activities.

Article VI

DUTIES OF THE OFFICERS
Section 1 The President shall preside at all meetings and shall exercise general supervision over the affairs of the Association. The President shall appoint all committees not otherwise provided for and shall be ex-officio a member of such committees. The President, together with any other officer, shall be empowered to sign all contracts and obligations of the Association, subject to the approval of the Board of Governors.
Section 2 The Vice-President shall fulfill the duties of the President in his/her absence.
Section 3 The Treasurer shall receive and disburse all monies and keep account of same in proper books. Together with any officer he/she shall have the power to sign all checks. It is the Treasurer’s duty to render a complete report for approval at each meeting of the Board of
Governors. It shall be compulsory that all accounts shall be audited by an outside audit firm after the term of the current Treasurer.
Section 4 The Secretary will record the minutes of all meetings, keep records and be responsible for all official correspondence.

Article VII

Governors
Section 1 The Board of Governors shall meet for all the transaction of business at least six times each year, and at such times and places as may be determined by the President.
Section 2 A majority of the officers/board members shall constitute a quorum.
Section 3 Any Governor who fails to attend three successive meetings shall thereby forfeit his/her office.
Section 4 Should a vacancy on the Board of Governors occur, the Board shall appoint a member to serve until the next Annual Meeting. Thereupon the successor shall be elected for the unexpired term.
Section 5 In the event of the death, resignation, or inability of any officer to serve, the Board shall elect a successor who shall hold office until the next Annual Meeting.
Section 6 The Board of Governors shall have the power to adopt all necessary rules to conduct the business of the Association by a vote of three-quarters of those present at any meeting.

Article VIII

MEETINGS
Section 1 The Annual Meeting will take place at a time specified by the Board of Governors, and notifications will be sent to every member.

Article IX

ORDER OF BUSINESS
Section 1 At all meetings of the Association the order of business shall be substantially as follows: Call to order, Roll call, Reading of minutes of previous meeting, Report of the President, Report of Treasurer, Unfinished business, New business, Adjournment

Article X

FEES AND DUES
Section 1 The expenses of the Association incurred in carrying on its activities shall be met from the annual dues of the members and sponsorships; provided, however, that neither the Board of Governors nor any officer or committee shall have the authority to incur or contract on behalf of the Association any liability whatever beyond the amount of the monies actually collected.
Section 2 No member whose dues have not been paid may attend any meeting of the Association.
Section 3 Dues (mandatory) for active members will be fixed by the Board of Governors at least ninety (90) days prior to the beginning of the Calendar year, payable within sixty (60) days from the beginning of that time.
Section 4A Retired Members over the age of 65 are not required to pay dues.
Section 4B Any member of the Association who is now or may be hereafter become engaged in the military service of the United States, upon application, may have their dues or assessments waived during the actual period of such service.
Section 4C All past presidents will be granted honorary membership.
Section 5 The non-payment of such dues by active members shall automatically suspend a member. A member so suspended may be reinstated at the discretion of the Board of Governors upon payment of all arrears.

Article XI

ABSENT MEMBERS
Section 1 Any member planning to be absent from the Philadelphia area for an entire year may, upon written application to the Secretary, request an exemption from payment of their dues during such period as they may remain absent, provided always that the said member shall be in good standing at the time his/her application is made.

Article XII

GUESTS
Section 1 Members may bring guests to the various functions of the Association upon payment for each guest of the cost of the function, with the exception of the Annual Meeting, which shall be closed.

Article XIII

AMENDMENTS
Section 1 Amendments to these Bylaws, or their repeal may be authorized by a vote of twothirds (2/3rd) of the Board of Directors, or by two-thirds (2/3rd) of a quorum of Members, provided that notice that an amendment or repeal of these Bylaws is proposed and shall have been included in the notice of the meeting at which such action is authorized.

Article XIV

DISSOLUTION
Section 1 In the event of the dissolution of the Association, any balances remaining in the Treasury of the Association shall be donated and turned over to one or more nonsectarian, scientific, educational or charitable organizations chosen by a majority of the membership of
the Association at a regular or special meeting called on due notice for the purpose, provided that each such organization is of the character described in section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of the United States
Internal Revenue laws in effect from time to time. The organization of organizations to which such donations is/are made must be one which is not organized for profit and no part of the net earnings of which insure to benefit of any private shareholder or individual.

Article XV

EFFECTIVE DATE
Section 1 These Bylaws shall take effect immediately upon their adoption.
May 22, 2024