By-Laws - Eastern Finance Association

THE EASTFIN CORPORATION
(a.k.a. THE EASTERN FINANCE ASSOCIATION)
(As Amended: October 30, 2018)

ARTICLE I NAME AND PURPOSE

Section 1: Name.
Activities shall be carried out under the name of the underlying professional association, the Eastern Finance Association (“the Association” or “EFA”), operating under the corporation name, THE EASTFIN CORPORATION, and governed by its constitution, as amended.

Section 2: Purpose.
The purpose shall be to foster professional interest in finance through meetings, publications, and other activities.

ARTICLE II MEMBERSHIP

Section 1: Membership.
The following can become members of the Eastern Finance Association:

Members of college and university faculties involved in teaching or research in finance or related areas;
Officers of financial institutions and organizations, and financial officers of other types of organizations; and
Others interested in finance and the objectives of the EFA including doctoral students.

Payment in full of the annual dues is required to become a member of the Eastern Finance Association. Annual dues will be determined by the Board of Directors.

Section 2: Eligible Members.
An “eligible member” is one who has paid dues for the current year or for the preceding year.

Section 3: Voting.
One vote may be cast by each eligible member. Unless otherwise specified in these By-Laws, motions shall be carried by a majority of those voting. Voting may be conducted electronically at the discretion of the Board of Directors.

Section 4: Annual Meetings of the Membership.
There shall be at least one meeting of the membership each year; special meetings may be called by the President upon other occasions. All members of the EFA shall receive notice of EFA meetings at least 30 days in advance. Such notice may be attached to any official electronic mailing of the EFA. The Executive Director shall determine that proper notice has been given and if necessary, give such notice. A quorum shall consist of the lesser of forty voting members or one-tenth of the total voting membership.

An “eligible member” is one who has paid dues for the current year or for the preceding year.

ARTICLE III ANNUAL DUES

Section 1: Annual Dues.
Annual Dues shall be determined and assessed by the Board of Directors or its representatives.

ARTICLE IV THE BOARD OF DIRECTORS

Section 1: Structure of the Board.
The Board of Directors shall consist of fifteen members, including seven or eight officers (President, VP Planning, VP Program, VP Program Elect, VP Local Arrangements, VP Finance, Editor(s), and Executive Director), six members elected at large serving three-year terms (with elections staggered, two elected per year), and the Chair of the Board of Trustees of THE EASTFIN CORPORATION (or an alternative chosen by the Board of Trustees). A Director-at-Large may not serve more than two consecutive full terms. If a Director-at-Large is elected to be an officer, a substitute Director-at-Large shall be selected by the Board of Directors.

Section 2: Vacancies.
If a vacancy occurs on the Board of Directors during an unexpired term, the remaining members of the Board of Directors shall select a new Director-at-Large or officer to serve until the next annual election, at which time the Nominating Committee will nominate a replacement to be elected to serve in the vacant post.

Section 3: Annual Meetings of the Board of Directors.
The Board of Directors shall physically meet at least one time each year. Directors shall be notified by the Executive Director at least 30 days in advance of any meeting date. The Executive Committee, as defined below, can call a special meeting that may be convened in person, by telephone, or by an electronic format.

A quorum for any meeting will consist of fifty percent (rounded up) of the members of the Board of Directors. All motions shall be carried by a majority vote of the Directors present and voting. Minutes shall be kept of all meetings of the EFA under the supervision of the Executive Director.

Section 4: Special Meetings of the Board.
Special meetings of the Board of Directors may be called by the President at any reasonable time, and must be called within 30 days of receiving a request by three members of the Board of Directors. These meetings can be convened, and votes taken, in person, by telephone, or by an electronic format.

Section 5: Executive Committee of the Board.
The Executive Committee shall consist of the President, VP Planning, the Executive Director, and two Directors (either Directors-at-Large or other officers) selected by the President. Three members of the Executive Committee shall constitute a quorum for any meeting of the Executive Committee. The Executive Meeting shall meet at the call of the President or upon petition of two members thereof. The Executive Committee may convene and vote in person, by telephone, or by an electronic format.

Section 6: Powers and Responsibilities.
During its term of office the Board of Directors, either directly or through its representatives, such as the Executive Committee or the Executive Director, shall have responsibility for managing the affairs of the EFA. At the annual meeting at the conclusion of its term the Board of Directors shall report to the membership. Between meetings of the Board of Directors, the Executive Committee shall perform the duties of the Board of Directors, and shall report on its actions to the Board of Directors at its next meeting. The Board of Directors shall have authority to establish and amend by- laws for governance of the EFA, with approval of the Board of Trustees.

ARTICLE V OFFICERS

Section 1: Officers to be Elected by the Membership.
Annually, the Nominating Committee shall make nominations, with the approval of the Board of Directors, for the position of VP Program Elect. The VP Program Elect is elected to a one-year term by the membership. At the end of the term, the VP Program Elect then serves a one-year term as VP Program for the next year’s annual meeting. Upon completion of that annual meeting, the VP Program serves a one- year term as VP Planning.
Annually, the Nominating Committee shall make nominations, with the approval of the Board of Directors, for the position of President. The President is elected to a one- year term by the membership. At the end of the term, the President serves a one-year term as Chair of the Board of Trustees.

Section 2: Officers to be Appointed by the Board of Directors.
All appointments and renewals must be approved by the Board of Trustees.

The VP Finance shall be appointed by the Board of Directors for a term of four years which is renewable subject to a performance review by the Board of Directors. When a vacancy occurs in the position of VP Finance, a search committee shall be formed by the Board of Directors to make a nomination for a new VP Finance.
The Executive Director shall be appointed by the Board of Directors for a term of four years which is renewable subject to a performance review by the Board of Directors. When a vacancy occurs in the position of Executive Director, a search committee shall be formed by the Board of Directors to make a nomination for a new Executive Director.
The Executive Director and VP Finance will have staggered terms to ensure both are not replaced in the same year. D. The VP Planning shall appoint, with the approval of the Board of Directors, the VP Local Arrangements for the annual meeting for which s/he has nominated the site for the annual meeting.
The Editor(s) shall be appointed by the Board of Directors for a three-year term which is renewable subject to a performance review the by the Board of Directors. When a vacancy occurs in the position of Editor, a search committee shall be formed by the Board of Directors to make a nomination for a new Editor.

Section 3: Duties.

The President shall preside at all meetings of the membership, of the Board of Directors, and of the Executive Committee. The President shall carry out other functions as provided elsewhere in these By-Laws. In case the VP Planning cannot carry out any office responsibility, the President shall assume that responsibility.
The VP Planning shall be responsible for nominating an annual meeting site 3 years (or more) hence (3 years from start of the VP Planning’s term). Nominations should be discussed, with a final vote by the Board of Directors no later than the annual meeting at the end of the VP Planning’s term. In case the President cannot carry out any official responsibility, the Executive Director shall ask the VP Planning to accept responsibility for it.
The Editor(s), within guidelines established by the Board of Directors, shall have jurisdiction over all aspects of the EFA’s publications. The Editor(s) may appoint members of the EFA to an editorial board to be of assistance, name Associate Editors, and undertake all appropriate activities necessary to administer the responsibilities of the office. Financial commitments entered into on behalf of the EFA by the Editor(s) for publications must be based upon a financial plan approved in advance by the Board of Directors or the Executive Committee, and by the Board of Trustees.
The Executive Director shall keep records and handle the business affairs of the EFA. With the concurrence of the Executive Committee, the Executive Director may make specific delegations of the responsibilities of the office while maintaining overall jurisdiction. Each year at the annual meeting the Executive Director shall file an annual report with the Board of Directors indicating the financial condition and activities of the EFA during the prior year in addition to reporting on the financial status to the membership. The Executive Director’s duties are defined by the Board of Directors.
The VP Finance shall be responsible for oversight of the Association’s financial affairs, for negotiating the Association’s contracts (including hotel contracts connected with annual meetings), and providing advice and counsel to the VP Local Arrangements. The VP Finance’s duties are defined by the Board of Directors.
The VP Program shall be responsible for the program for the annual meeting with oversight by the President and Executive Director, and serve as Chair of the Program Committee.
The VP Program Elect shall be responsible for helping the VP Program with the annual meeting.
The VP Local Arrangements shall be responsible for the local arrangements for the designated annual meeting with oversight by the VP Finance and Executive Director.
The Board of Directors, with the approval of the Board of Trustees, shall institute financial audit procedures as they deem necessary.
Any of the above officers or a Director-at-Large shall perform such further duties as may be requested by the Board of Directors or by its Executive Committee.
If an officer or a member of the Board of Directors is unable to perform their duties, the Executive Committee will appoint a replacement to serve until the next election.

ARTICLE VI NOMINATION AND ELECTIONS

Section 1: Nominations Committee.
The Nominations Committee shall consist of Chairman of the Board of Trustees, one additional Trustee, and two members of the EFA selected by the Chairman, all of whom shall serve a one-year term.

The Nominations Committee shall put forth a slate of nominees for approval or modification by the Board of Directors. Subsequently, but at least 60 days before the annual meeting, the Nominations Committee shall distribute and tabulate a ballot to all eligible members of the EFA. Write-in votes for each position are permitted.

ARTICLE VII SPECIAL COMMITTEES

Section 1: Appointment of Special Committees.
The President, in consultation with the Executive Committee, may appoint such special committees as deemed appropriate for a specified purpose.

ARTICLE VIII ANNUAL MEETING SITE SELECTION

Section 1: Procedure.
The Board of Directors shall receive and examine site proposals for annual and special meetings of the EFA membership. The VP Planning shall submit site recommendations to the Board of Directors for the site of the annual meeting to be held three years after finishing the year as VP Planning.

Having received recommendations from the VP Planning, the Board of Directors shall select the annual meeting site, giving consideration to such factors as accessibility, institutional support, and past meeting locations with the goal of providing for a reasonable geographic rotation of annual meetings held. Subsequently, the VP Planning shall nominate, and the Board of Directors elect, a VP Local Arrangements for that annual meeting. The VP Finance shall negotiate the contract with the meeting site hotel, and secure an agreement at least two years
in advance of that annual meeting.

ARTICLE IX AMENDMENTS TO THESE BY-LAWS

Section 1: Procedure for Amendment.
The Board of Directors may propose amendments to these By- Laws, which must be approved by the Board of Trustees and then presented to the membership in written or electronic form as an attachment to the announcement of any annual or special meeting. Amendments thus presented require approval by two-thirds of the voting members present and voting at such meetings of the membership. Any member of the EFA is privileged to propose amendments to the Board of Directors.

ARTICLE X PARLIAMENTARY AUTHORITY

Section 1: Parliamentary Conduct Rules of Order.
Wherever appropriate, and unless otherwise provided by these By- Laws, Robert’s Rules of Order shall govern parliamentary conduct of all meetings.

ARTICLE XI ADOPTION

Section 1: Dates and Signatures of Adoption of By-Laws (as Amended).
These By-Laws were amended by the Board of Directors of the EFA and approved by the Board of Trustees on xxxx, xx, 2018. The amended By-Laws were approved by the electronic vote of the EFA members and affirmed at the annual meeting on April 13, 2019.

For the Board of Directors: For the Board of Trustees:
S/ . . . . . . . . . . . . . . . . . . S/ . . . . . . . . . . . . . . . . . .
Anne Anderson, President David Becher

Chair, Board of Trustees
S/ . . . . . . . . . . . . . . . . . . S/ . . . . . . . . . . . . . . . . . .
Michael Goldstein, VP Planning Edward Nelling, Executive Director