Constitution and Bylaws: Articles I through XVI
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 co-operation. Amended: August 13, 1991
Article III
MEMBERSHIP
Section 1 The membership shall consist of two (2) classes active and inactive (retired). Amended: August 13, 1991
Section 2 The active membership shall consist of members associated in some capacity with Investment Houses, Banks, Mutual Funds and any other Financial Institutions in the City of Philadelphia and vicinity. Amended: September 20, 1962; December 1973; August 13,1991
Section 3 The active membership in the Association shall be limited to two hundred and fifty (250) resident members, which number may either be increased of decreased from tame to time by a vote of the Board of Governors. Amended: September 20, 1967
Section 4 A prospective member must be twenty-one (21) years of age or older They shall be proposed by a proposer and seconded only after having been employed in some capacity in the securities industry for twelve consecutive months by sending letters to the Membership Committee. Amended: December 18, 1974; August 13, 1991
Section 5 Neither proposer nor seconder may be associated with the same institution as the candidate. Amended: September 24, 1957
Section 6 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. Amended: September 28, 1961; August 13, 1991
Section 7 Voting privileges shall be vested in any member in good standing, ail other members shall be entitled to all other rights and privileges of the organization including the gratuity fund if eligible.
Section 8 Any number 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, a Vice President, a Secretary/Treasurer and a Board of Governors of five (5) members who shall have been elected by a plural vote of the membership present at the Annual Meeting. Amended: August 13, 1991; November 10, 1994; November 19, 2004
Section 3 In addition the President at the Expiration of his term of office shall automatically assure a post as a member of the Board of Governors for (2) years. Amended: September 20, 1987
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. Amended: December 3, 1970; August 13, 1991; November 10, 1994
Section 5 The said three officers shaIl hold office for a term of two (2) years and by virtue of the several offices be members of the Board of Governors. Amended: September 29, 1961; August 13, 1991; November 10, 1994
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. Amended: August 13, 1991; November 19, 1992
Section 7 At least two months before the Annual Meeting, the Board shall appoint a committee of three, not more than two of whom shall be Governors, whose duty shall be to canvass the membership for names of candidate’s to he nominated for the offices and vacancies to the Board of Governors for the following year. This committee shall notify the Secretary of its nominations at least one month before the Annual Meeting. The names of the committee and those nominated by same shall be included in the notice calling the Annual Meeting. Amended: November 10, 1994
Section 9 Any five members of the Association may, in writing, nominate an additional 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 President shall annually appoint the following standing committees:
Membership Committee: Dues & New members Committee on Arrangements: Summer & Winter dinners & Annual Meeting Publicity Committee: Ad book – Mid-Winter dinner Constitution & By-Laws: All changes in By-Laws Education/Budget: Scholarship fund, President’s appropriation & overall financial situation Amended: November 10, 1994
Section 2 The Membership Committee shall consist of five members in addition to the Chairman, who shall be the Vice-President. Three of whom shall constitute a quorum. It shall be the duty of the said committee to consider the eligibility of the application for membership, present to the Board of Governors the committee’s report and recommendation thereon.
Section 3 The Committee on Arrangements shall consist of not less than five members. It shall have general charge of all meetings of the Association and shall make all necessary arrangements for such meetings, subject to the approval of the Board of Governors.
Section 4 The Publicity Committee shall consist of three members. It shall have charge of all matters pertaining to press notices and to other such publicity as the Board of Governors may consider advisable.
Section 5 The Constitution and By-Laws Committee shall consist of five members, whose duty shall be to interpret the Constitution and By-Laws and consider and recommend any changes they deem necessary.
Section 6 The Budget Committee shall consist of three members not On the Board of Governors in addition to the President, Treasurer and immediate past President. The past President shall chair the committee and also select the non-board members. It shall be their duty to submit a budget to the Board for the upcoming year. The Budget Committee also shall make the President’s appropriation.
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 absence.
Section 3 The Treasurer shall receive and disburse all monies and keep account of same in proper books. Together with any officer he 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 Eight shall constitute a quorum of the Board of Governors. Amended: August 31, 1991
Section 3 Any Governor who fails to attend three successive meetings shall thereby forfeit his 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 shall he held during the month of December, or at such time as may designated by the Board of Governors, notices being mailed to each member by the Secretary at least ten days prior.
Section 2 Special meetings shall be held at the call of the President, a majority of the Board of Governors, or on the written request to the Secretary of at least twenty percent (20%) of the active membership. At least one week’s notice shall be given to members of all special meetings.
Article IX
ORDER OF BUSINESS
Section 1 At all meetings of the Association the order of business shall be substantially as follows:
Reading of minutes Secretary’s Report Treasurer’s Report Report of Special Committees General business Election of officers and governors New business
Article X Initiation
FEES AND DUES
Section 1 The expenses of the Association incurred in carrying on its activities shall he met from (he initiation fees and the annual dues of the members; 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. Amended: September 24, 1957
Section 2 There shall be an Initiation fee of twenty-five dollars ($25.00) for all classes of membership.
Section 3 Members elected shall, within two weeks from date of notice of election, pay for dues for the current period. No member whose dues have not been paid may attend any meeting of the Association. Amended: December 1, 1969
Section 4 Dues and bonds (mandatory) for active members will be fixed by the Board of Governors at least sixty (60) 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 62 are not required to pay dues or to buy bonds . Amended: August 3l, 1991
Section 5 The non-payment of such dues and bonds by active members shall automatically suspend a member. A member so suspended may he reinstated at the discretion of the Board of Governors upon payment of all arrears.
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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 application is made.
Article XII
LUNCHEONS AND DINNERS
Section 1 The Association shall hold such Luncheons and Dinners as the President or Board of Governors may determine. Amended: August 13, 1991
Article XIII
GUESTS
Section 1 Members may bring guests to the various functions of the Association with the exception of the Annual Meeting, which shall be closed. Approval must be obtained from the Committee on Arrangements or such special committee in charge and upon payment for each guest of the cost of the function.
Article XIV
MILITARY SERVICE
Section 1 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.
Article XV
AMENDMENTS
Section 1 The Constitution and By-Laws may be amended at any meeting of the Association by a vole of not less than two-thirds of the membership present; provided that written notice of the proposed amendment has been served on the Secretary by at least five members and not less than thirty days before the meeting, and that a copy of the amendment has been sent to to the members by the Secretary at least ten days previous to the meeting.
Article XVI
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.