Article I — Names and Offices

A. Name. The name of this Corporation shall be Financial Managers Society, Inc., herein referred to as “the Society” or “FMS.”

B. Offices.

1. The principal office of this Corporation in the State of Delaware shall be located at No. 100 West Tenth Street in the City of Wilmington, County of New Castle.
2. In addition to the office aforesaid, the Corporation may have such other offices within or without the State of Delaware as the Board of Directors shall designate.

Article II — Objects and Purposes

A. The objects and purposes to be promoted and carried on are:

1. To study financial management, accounting, internal auditing, risk management, operations, and IT systems procedures and techniques used by financial institutions and to devise ways and means of improving same.
2. To promote high standards of practice in financial management, accounting, internal auditing, risk management, operations, and IT systems.
3. To further the professional development of financial management, accounting, internal auditing, risk management, operations, and IT systems personnel employed by financial institutions and supportive organizations.
4. To utilize the professional abilities and specialized skills within the membership and to improve and coordinate the laws, regulations and supervisory procedures affecting the operations of members’ organizations.
5. To provide a forum for the exchange of information and the sharing of experiences among financial management, accounting, internal auditing, risk management, operations, and IT systems personnel.
6. To charter and advise local chapters of the Corporation and to designate chapter areas.

B. This Corporation shall not be operated for profit.

Article III — Corporate Seal

This Society shall have a corporate seal which shall be circular in form and shall bear the name of the Society and the year of its organization and the name of the state under the laws of which it was organized.

Article IV — Fiscal Year

The fiscal year of this Society shall be the calendar year.

Article V — Members and Affiliates

A. Classification. There shall be one class of member of this Society called regular member (hereinafter also referred to as “member” or “members”). Any person who is not qualified to be a regular member under Article V, Section B, may request to become an affiliate (hereinafter also referred to as an “affiliate” or “affiliates”) member with this Society provided that such person’s employment is with businesses, agencies, or organizations which provide services or products used in the operations or financial management of a financial institution. An individual may achieve affiliate status in the Society by being approved for such status in accordance with the application rules and procedures established by the Board of Directors.

B. Member Qualifications. Any person shall be eligible for membership as a regular member in this Society who shall be an employee of a financial institution, its subsidiary corporations, or an organization which owns or is controlled by such financial institution(s):

1. who directs or whose primary responsibility is in the accounting, planning, budgeting, investment or operations management function, or
2. who is the internal auditor or whose primary responsibility is auditing, or
3. who is responsible for information management.

C. Affiliate Qualifications. Any person shall be eligible for membership as an affiliate in this Society who shall be:

1. an employee of a company that provides services or products to financial institutions, or
2. an employee of a financial institution whose primary function is to market services to other financial institutions, or
3. a representative of the state or federal agency responsible for the regulation or supervision of financial institutions, or
4. an officer of a national, state, or local trade or educational organization, the purpose of which is to advance the interests of financial institutions.

D. Admission to Membership. Any person qualifying for regular membership or affiliate status under Article V, Section B and C, hereof and desiring to secure admission as a member or an affiliate in this Society shall make written application on a form of application prescribed by the Board of Directors. Any applicant whose qualifications are deemed questionable shall be presented to the Board for a decision.

E. National Dues.

1. Annual dues for regular members and affiliates shall be determined from time to time by the Board of Directors.
2. Any member or affiliate who shall fail to pay dues in full when they become due shall be notified by written notice mailed to the last known address of such member or affiliate. If said dues are not fully paid within thirty (30) days from mailing of said notice, the membership or affiliate status and all incidental rights and privileges of said member or affiliate immediately shall terminate without further notice.

F. Cessation of Membership. Membership in the Society shall cease when a member or affiliate:

1. changes employment to a function or business which does not fulfill the qualifications as stated in Paragraphs B and C of this Article, or
2. does not renew membership by payment of dues as stated in Subparagraph E.2 above, or
3. is no longer employed in a function or business which fulfills the qualifications as stated in Paragraphs B and C of this Article for a period of six months.

G. Resignation. Any member or affiliate of this Society may withdraw from membership or affiliate status respectively by tendering a written resignation.

H. Expulsion.

1. Any member or affiliate of this Society who, by personal or business conduct, violates any of the Bylaws, rules or resolutions of this Society, or who is engaged in conduct unbecoming a member or affiliate of this Society, may be suspended or expelled at any time by the Board of Directors. Notice shall be given by the Board of Directors to such member or affiliate not less than thirty (30) days prior thereto setting forth the date set for the meeting of the Board of Directors at which said member or affiliate is to be suspended or expelled and the reasons for which expulsion is proposed, addressed to said member or affiliate at the last known address.
2. Any member or affiliate who has been suspended or expelled by the Board of Directors shall, within thirty (30) days after the day of such suspension or expulsion, be entitled to petition the Board of Directors or reinstatement. Thereafter, the Board of Directors shall determine whether the suspension or expulsion shall be altered or revoked.
3. No member or affiliate who has been expelled shall be eligible for re-election to membership or affiliate status for at least one year from the date of expulsion and shall not be re-admitted until all arrears in dues and/or other obligations to the Society shall have been paid.

I. Forfeiture. Any member or affiliate whose status in this Society shall have terminated by expulsion shall forfeit thereby all rights of membership or affiliate status in this Society.

Article VI — Rights of the Members

A. Voting. Each member and affiliate shall be entitled to one vote upon any question coming before any meeting of the members including voting for the Directors and those officers of the Society as hereinafter specified in these Bylaws. Voting by proxy and cumulative voting shall not be permitted.

B. Holding Office. Each member and affiliate shall be entitled to hold any office to which that member is duly nominated and elected or appointed.

Article VII — Meetings of the Members

A. Meetings

1. Annual Meeting. There shall be a regular annual meeting of this Society held at such time and place, within or without the State of Delaware, as may be fixed by the Board of Directors or the Executive Committee to conduct such business as may properly come before the meeting.
2. Special Meetings. Special meetings of this Society may be held at any place within or without the State of Delaware upon call by the Board of Directors or the Executive Committee.

B. Notice. Each member and affiliate in this Society shall be given, either personally or by letter mailed to the individual’s last known address, written notice of the time and place of holding a specific meeting as prescribed below:

1. Annual Meeting. Notice shall be sent not less than ten (10) nor more than sixty (60) days in advance of the annual meeting. The time and place of the annual meeting shall not be changed without at least twenty (20) days’ written notice of such change mailed to each member and affiliate at the individual’s last known address.
2. Special Meetings. Notice and the purpose of the meeting shall be sent at least ten (10) days in advance of the date fixed for such meeting.

C. Quorum. Any number of members and affiliates present in person at an annual or special meeting of the Society shall determine any question unless herein otherwise provided. A majority of all votes cast at any such meeting shall determine any questions unless herein otherwise provided.

D. Order of Business. Where procedure is not otherwise provided, Robert’s Rules of Order shall control.

Article VIII — Chapters

A. Organization

1. The Society, acting through the Board of Directors, shall have the authority to promote the development of local chapters which shall have their own organizational structure and shall be independent legal entities.
2. Members in any geographic area may form a chapter which conforms to the objects and purposes of the Society, subject to the approval of the Board of Directors. The Board of Directors may designate chapter areas and may cooperate with local chapters as the Board shall deem proper.
3. The Board of Directors shall be empowered to revoke the designation of any chapter which fails to adopt and abide by all the requirements of the “Financial managers Society, Inc. Chapter Charter” of December, 1992.
4. The Society shall, at its sole discretion, authorize local chapters to use and shall determine and designate to local chapters the proper usage of the trademarks, service marks and emblems which the Society owns or has licenses to use, and all local chapters shall comply with the Society’s instructions as to the permitted usage of the Society’s trademarks, service marks and emblems and as to the form and manner or use thereof.
5. Chapters shall not be operated for profit.

Article IX — Divisions

The Society’s Board of Directors may establish divisions to engage in activities consistent with the Society’s objects and purposes. Divisions so established shall conform to all Society Bylaw requirements and their members shall first be Society members or affiliates. The structure and organization of divisions shall be determined by the Board of Directors.

A. Division Organizations. Divisions approved by the Society's Board of Directors shall:

1. Establish guidelines consistent with the Society’s Bylaws for the purpose of the most effective delivery of products and services to be engaged in by the Division.
2. Be represented to the FMS Board of Directors by an advisory council of seven to nine appointed division members, including a chairman. Such chairman will serve on the FMS Board of Directors.

Article X — Regional Conferences

Members of a chapter or combination of chapters may choose to organize and conduct an annual regional conference in accordance with policies established by the Society’s Board of Directors. The members and affiliates in each designated chapter shall be responsible for planning, organizing and delivering the regional conference program.

Article XI — Board of Directors

A. Governing Body. The Board of Directors shall be the governing body of the Society.

B. Composition. The Board of Directors shall be composed of the National Officers — the Chairman, Vice Chairman, Immediate Past Chairman, and the President — nine at-large Directors, the Chairman of any division or advisory councils established by the Board, and no more than two additional appointed Directors from the membership. The percentage of affiliates on the Board may never exceed the comparable percentage of affiliates within the membership. Should a Board member’s status change from regular member to affiliate member during the course of his/her term, such Board members shall be allowed to complete his/her current term regardless of the affiliate percentage limitation.

C. Qualifications of Directors.

1. Directors-at-large. Directors-at-large shall be members or affiliates elected by the FMS membership.
2. Council Chairmen. Council and Division Chairmen shall be members or affiliates appointed to represent the advisory councils established by the FMS Board. Chairmen will be appointed by the FMS Chairman and such appointments must be ratified by the Board of Directors.
3. Appointed Directors. Members and affiliates of the Society may be appointed to represent special areas of interest and need as recommended from time to time by the FMS chairman and ratified by the Executive Committee and the Board of Directors.

D. Term of Office of Directors.

1. Directors-at-large.

   a. Each Director-at-large shall be elected by the membership at the annual meeting for a term of two years, twice renewable. The terms of office of the Directors-at-large shall be staggered so as to ensure that no more than five terms expire in any given year.

   b. Any Director-at-large or Council Chairman or other appointed director who shall serve three full terms of two years each in any of those three capacities shall not be eligible for re-election as a Director-at-large, or as a Council Chair or other appointee, until one full term shall have intervened.

2. Council and Division Chairmen.

   a. The FMS Chairman shall appoint Council and Division Chairmen for a term of two years beginning at each annual meeting. All appointments shall be subject to ratification by the Board of Directors.

   b. No individual may serve more than one two-year term as chairman of a particular Council or Division. At the conclusion of a full two-year term, however, an individual is eligible to serve two additional two-year terms as a director-at-large, or as chairman of a different council or division.
   
   c. Any Council or Division Chairman or Director-at-large who shall serve three full terms of two years each in any of those three capacities shall not be eligible for re-election as a Director-at-large, or as a Council Chair or other appointee, until one full term shall have intervened.

3. Appointed Directors.

   a. The FMS Chairman shall appoint Appointed Directors for a term of one year beginning at each annual meeting and may appoint as many additional Directors as authorized under Paragraph B of this Article. All appointments shall be subject to ratification by the Board of Directors.

   b. Any Appointed Director who shall serve two full terms of one year each shall not be eligible as an Appointed Director until two such full terms have intervened.
   
   c. Any Appointed Director or Council Chairman or Director-at-large who shall serve three full terms of two years each in any of those three capacities shall not be eligible for re-election as a Director-at-large, or as a Council Chair or other appointee, until one full term shall have intervened.

4. No individual may serve more than six consecutive years as any combination of a director-at-large, council chairman, or division chairman.

E. Duties and Responsibilities.

1. In addition to those responsibilities that are implicit in the function of the governing body of the Society, the Board of Directors shall also be responsible to determine, within the structure of the Society, the professional and technical needs of persons qualified for membership. The Board of Directors shall be responsible for determining the standing committees, advisory councils, divisions and special technical committees of the Society and shall aid in the development of their purposes, goals and objectives. Within their areas of assignment, Directors shall seek out and encourage technically qualified persons to develop and improve their proficiencies and skills and to participate in and contribute to council and committee accomplishment at national and chapter levels.
2. The Board of Directors shall anticipate the long-range operational and technical needs of financial institutions employing persons who qualify for membership in the Society and shall guide the Society in fulfilling those needs.
3. In their relationship with chapters, Directors shall serve as interpreters of the Society’s objects and purposes — without usurping the authority or responsibility of the chapter officers.
4. The Board of Directors shall monitor membership needs and determine the feasibility of establishing and maintaining divisions as specified in Article IX.
5. The Board of Directors shall approve the annual budget and plan of the Society.
6. The Board of Directors may delegate its authority to act to the Executive Committee as determined by resolution of the Board of Directors or as provided in these Bylaws.

F. Meetings. Meetings of the Board of Directors may be held either within or without the State of Delaware. The Board shall hold at least two (2) regular meetings each year, one in conjunction with the annual meeting of the Society, and at least one not in conjunction with the annual meeting of the Society. Such regular meetings may be held without notice of the time and place except by announcement at the last previous regular meeting of the Board. Special meetings of the Board of Directors may be called by the Chairman or the President, or by no fewer than thirteen (13) Directors, with at least thirty (30) days’ notice of the time and place and purpose thereof, served personally by mail or by e-mail.

G. Quorum. A majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board. A majority of all votes cast at any meeting of the Board shall determine any question unless herein otherwise provided.

H. Vacancies. Any vacancy on the Board of Directors occurring among Directors elected by the membership or appointed by the Chairman shall be filled for the unexpired portion of the term by appointment of the Chairman, subject to confirmation by the Board of Directors at their next regular or special meeting. If any Director shall fail to meet the membership requirements of the Society, such Director automatically shall forfeit the office. In the event that any Director becomes incapacitated, or for any other reason is unable to continue to serve as a Director, such Director shall be expected to resign promptly. Any Director unable to attend an official Board of Directors meeting shall explain in writing the necessity for such absence to the FMS chairman. Two consecutive such absences shall be deemed grounds for said Director’s resignation. In the absence of such resignations as previously described, a Director may be removed from the Board upon a two-thirds affirmative vote of the Directors present at any regular or special meeting of the Board.

Article XII — Officers

A. Number and Qualifications. The National Officers of the Society shall be a Chairman, a Vice Chairman, an Immediate Past Chairman, and a President, and such other officers as shall be authorized by the Board of Directors. Each, except the President, shall be elected at the annual meeting from among the membership of the Society, as defined in Article V. Only members who have previously served on the Board of Directors shall be eligible to serve as Officers.

B. Term of Office. The Vice Chairman shall be elected for a term of one year, with automatic succession to the position of Chairman following his or her one-year term as Vice Chairman. The Chairman shall be elected for a term of one year, with automatic succession to the position of Immediate Past Chairman following his one-year term as Chairman. The Immediate Past Chairman shall serve a term of one year. The President shall hold said office at the pleasure of the Executive Committee.

The Immediate Past Chairman shall not be eligible for re-election as an officer or a Director-at-Large or to any appointed position until at least two years have intervened following the conclusion of his term as Immediate Past Chairman.

C. Duties and Responsibilities.

1. Chairman. The Chairman shall preside at all meetings of the membership of this Society, the Board of Directors and the Executive Committee. The Chairman shall be a member, ex officio (with voting rights), of all advisory councils, and all regular and special committees and shall perform all such other duties as pertain to the office of Chairman seeing that all resolutions of the members, the Board of Directors and the Executive Committee shall be carried into effect.
2. Vice Chairman. The Vice Chairman shall, in the absence or disability of or at the request of the Chairman, perform the duties and exercise the powers of the Chairman and shall perform such other duties as the membership, the Board of Directors or the Executive Committee shall prescribe by resolution.
3. President.

   a. The President shall be the chief executive officer of this Society and shall select all employees of the Society and set their salaries. The President shall be a member, ex officio (with voting rights) of all advisory councils, and all regular and special committees.

   b. The President shall designate staff corporate officers as appropriate subject to approval by the Executive Committee.

   c. The President shall be the Corporate Secretary and as such shall be responsible to:

   1. Keep a correct list of the names and addresses of the members and affiliates of this Society;
   2. Attend meeting of the membership and keep a correct record of such meetings in a minute book belonging to the Society;
   3. Prepare a complete list of the names and addresses of the membership entitled to vote at an election, arranged in the order of the normal membership roster so that it is available during the whole time of said election;
   4. Send out notices of meeting of the membership, and the Board of Directors and may send out notices of meetings of the Executive Committee;
   5. Conduct all correspondence other than that pertaining to the office of Chairman;
   6. Be custodian of the corporate records and the corporate seal;
   7. Affix the corporate seal to all instruments requiring a seal.

   d. The President shall be the Corporate Treasurer and as such shall be responsible to:

   1. Obtain bond in such amount and with such surety or sureties as may be designated by the Executive Committee, the cost of such bond to be paid by this Society, and if and so long as such bond is required, the bond shall be reviewed annually;
   2. Receive, disburse and collect all money due and belonging to the Society;
   3. Deposit the monies of the Society in its name and to its credit in such depositories or repositories as may be designated by the Executive Committee;
   4. Invest all funds not needed for current disbursements, based on investment guidelines approved by the Executive Committee;
   5. Keep a record of all financial transactions of the Society and present a full and complete annual report of the financial condition of the Society to the Board of Directors;
   6. Prepare an annual budget for the Society to be approved by the Board of Directors.

   e. The duties and responsibilities of the President are not limited to only those listed above but also include those necessary for transacting Society affairs in the normal course of business. The President shall perform all other duties required by resolution of the Executive Committee.

   f. Expenses incurred in the performance of duties by the President, including attendance at meetings of the membership, the Executive Committee and the Board of Directors, shall be paid by the Society.

Article XIII — Executive Committee

A. Number. The Executive Committee shall consist of the Chairman, the Vice Chairman, the President, and the Immediate Past Chairman of the Society.

B. Duties and Responsibilities. The Executive Committee shall perform those activities and affairs of the Society delegated by the Board of Directors and shall have the duty and responsibility to:

1. Select a President of the Society and fix the annual salary for that office;
2. Bond such officers, agents and employees of the Society as may be necessary in such amounts and with such sureties as may be responsible;
3. Designate depositories or repositories for the Society and rent safety deposit vaults and provide the manner of signing checks, notes, bills and other evidences of indebtedness of the Society;
4. Propose the annual budget for the Society;
5. Serve on the Society’s Audit Committee, and in that role, review and approve the annual audit report and appoint the Society’s auditors. The President is not a member of the Audit Committee;
6. Fix the time and place of the Society’s annual meeting within or without the State of Delaware;
7. And, in general, do all lawful things and exercise all such lawful powers which will promote the objects and purposes of this Society and its members.

C. Meetings. Meetings of the Executive Committee may be held either within or without the State of Delaware. Regular meetings of the Executive Committee may be held at such intervals as shall be determined from time to time by resolution of the Executive Committee. Such regular meetings may be held without notice of the time and place except announcement at the last previous meeting. Special meetings of the Executive Committee may be called by the Chairman or the President or any two (2) members of the Executive Committee with at least ten (10) days’ notice of the time and place and purpose thereof, served personally by mail or e-mail.

D. Quorum. A majority of the total number of members authorized for the Executive Committee shall constitute a quorum for the transaction of business at any regular or special meeting of the Executive Committee. A majority of all votes cast at any meeting of the Executive Committee shall determine any question unless herein otherwise provided.

E. Vacancies. Vacancies occurring among the elected members of the Executive Committee will be filled as follows: a vacant Chairmanship will be filled by elevating the current Vice Chairman to the Chairmanship subject to ratification by the Board of Directors; a vacant Vice Chairmanship will be filled by the remaining Executive Committee members selecting a new Vice Chairman from the current Board, subject to ratification by the Board of Directors; a vacant Immediate Past Chairmanship position will not be filled.

F. Reports. All actions of the Executive Committee shall be reported to the Board of Directors.

Article XIV — Nomination of Officers and Directors

A. Nominating Committee. A nominating committee representing the membership shall select candidates from the membership for election to office who display qualities of leadership, who have contributed to the Society and who enjoy the support of the membership.

1. Number and Qualifications. At the annual meeting of the Society the retiring Chairman shall assume chairmanship of a nominating committee and shall appoint the committee members subject to the approval of the Board of Directors. The nominating committee shall be composed of seven (7) members or affiliates (including the retiring Chairman) in good standing (as defined in Article V) for one year in the Society. No more than four (4) members, including the retiring Chairman, shall be a member of the Board of Directors. All of the designated geographic regions of the Society shall be represented. No more than one affiliate may serve on the nominating committee at one time. Members of the Nominating Committee are ineligible to stand for election to any office.
2. Duties and Responsibilities.

   a. Within one hundred eighty (180) days after the nominating committee shall have been appointed, the names and addresses of all committee members shall be mailed to each regular member of the Society.

   b. The Nominating Committee shall select one (1) candidate, who shall be a member or affiliate in good standing as defined in Article V, for each of the following offices for which an election is to be held: Chairman, Vice Chairman, and Directors-at-Large whose terms will expire at the next annual meeting. The Vice Chairman, if in good standing, will automatically succeed to the position of Chairman following his or her one-year term as Vice Chairman.

   c. The selections of the nominating committee shall be mailed to the membership of the Society at least sixty (60) days prior to the date of the annual meeting of the Society and shall include a brief biography of the nominees with a statement of their qualifications.

B. Additional Nominations. Should additional nominations be received, they and the selections of the nominating committee shall be included on an official ballot showing the name of each candidate nominated for office and such ballot shall be distributed at the annual meeting.

Such additional nominations shall be accepted only if a petition or petitions for such nominations shall have been filed with the nominating committee thirty (30) days preceding the annual meeting, and signed by no fewer than twenty (20) regular members of the Society from each of the four geographic regions of the Society for a national office or a director-at-large position. Members and affiliates signing any such petition and also the candidates nominated by them must have been in good standing for at least one year.

C. Meetings. The nominating committee shall meet at such time and place as may be fixed by the committee chairman. The meeting to select candidates must be held at least seventy-five (75) days prior to the date of the annual meting of the Society.

D. Quorum. A majority of the total number of members authorized for the nominating committee shall constitute a quorum for the transaction of business at the meeting designated specifically for the selection of candidates. A majority of all votes cast at any meeting of the Board shall determine any question unless herein otherwise provided.

E. Vacancies. Any vacancy in the nominating committee may be filled by the committee chairman subject to the qualifications listed in Article XIV, Paragraph A.1 and ratified by the Executive Committee.

Article XV — Election and Installation

At the annual meeting of this Society, the membership shall elect all Directors-at-large, and National Officers (other than the President) whose office is subject to election. A complete list of the names and addresses of the membership entitled to vote at an election, arranged in the order of the normal membership roster, shall be available and open to examination of any member or affiliate during the whole time of said election. Installation of newly elected officers and newly elected and appointed Directors shall take place before the adjournment of the annual meeting.

Article XVI — Amendments

These Bylaws may be altered, amended, or repealed by the affirmative vote of two-thirds of the total number of Directors in office at any regular or special meeting of the Board of Directors. No amendment of the Bylaws shall be effective until an officer of FMS shall certify said two-thirds vote of the Board of Directors.

Article XVII — Indemnification

It is mandatory that the Society indemnify to the full extent provided in Article Fifteenth and Article Sixteenth of the Society’s Certificate of Incorporation and under the Delaware Corporation Law, any director, officer, employee or agent of the Society or any person serving at the request of the Society as a director, officer, employee or agent of another enterprise against expenses, judgments, fines, and amounts paid in settlements.

Amended 06/10