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Bylaws

MNAFP Bylaws

ARTICLE I - Name

The name of this organization shall be the Minnesota Association for Financial Professionals (aka MNAFP or Minnesota AFP), hereinafter referred to as MNAFP.

ARTICLE II - Purpose

The purpose of the MNAFP is to:

1. Provide a forum for the exchange of ideas, concepts, and techniques related to the fields of treasury management, finance, investment management, and banking.

2. Promote a spirit of professionalism through participation, education and networking.

3. Enhance the spirit of unity and cooperation among our members and local businesses, government and educational institutions.

ARTICLE III - Membership

1. Members are defined as an individual or a business employing individuals in the fields of treasury management, finance, investment management, and banking. Business memberships consist of both corporate practitioners and financial service providers.

2. Each business membership shall appoint one person (an Associate) to actively represent the firm. In the absence of that Associate an alternate Associate may perform those tasks. Multiple-attendance by Associates of member firms at business sessions is appropriate and encouraged.

3. The MNAFP membership listing is the property of the Minnesota Association for Financial Professionals.

4. Membership details are defined in the Membership Policy.

ARTICLE IV - Government

1. The MNAFP Business year shall begin on July 1 of each year and end on June 30 of the succeeding year.

2. The government of the MNAFP shall be vested in a Board of Directors which shall consist of the following officers: President, Vice President, Secretary, Treasurer, Membership Liaison, and Immediate Past President. The Officers shall be elected for a period of one (1) business year. The President from the previous year shall be the Immediate Past President. If the Immediate Past President is unable to serve, the past Board will appoint a member of the outgoing Board to fill the position. The Vice President shall serve a three-year term as described in Article VII, Section 5.

3. The responsibilities of the Officers are as described in the Officer and Committee Policy.

4. The Board of Directors shall have authorization over all standing committees of the association. The committee chairs are not members of the Board of Directors. The Board may create additional committees as necessary. All committees and volunteers serve at the direction of the Board. The current standing committees are as described in the Officer and Committee Policy.

5. The Board of Directors shall meet as necessary to conduct association business. At all meetings of the Board of Directors, three or more of its members, including the presiding officer (President or as President designates), shall constitute a quorum.

6. Vacancies on the Board of Directors in any office other than President shall be filled by appointment by the President subject to the simple majority vote of the remaining members of the Board of Directors. The appointee shall serve the remainder of the term.

7. If a vacancy occurs in the office of the President, the Vice President shall automatically assume the office of President for the remainder of the term and will fill the position of Vice President in accordance with Article VII of the Bylaws.

8. No officer shall hold the same position for three consecutive years.

9. The dismissal of any Board of Directors member may be initiated by any other Board member, and may be accomplished by a 3/4 majority vote of all Board members excluding the member in question. Misconduct, inability to serve, neglect of duties, misappropriation of funds, or other conduct not in keeping with the spirit and intent of the MNAFP and its Bylaws, shall be the only reasons for dismissal of a Board member.


ARTICLE V - Meetings

1. The association shall hold a minimum of eight meetings during each business year. Special meetings or events may substitute for or may be added to the scheduled business meetings.

2. Meetings shall support the purpose of the MNAFP. The meetings will be conducted in accordance with the Membership Meeting Policy.

ARTICLE VI - Fiscal Matters

1. The Board will assess annual membership dues. The annual dues per member shall be payable on September 1. Changes in the dues shall require a majority vote of the Board of Directors.

2. Disbursement approval authority and check signing authority shall be vested in the Board of Directors in accordance with the Expense and Disbursement Policy.

3. Any officer of the Board of Directors is authorized to enter into contracts or renew contracts on behalf of the Association upon a passing motion from the Board.
4. The Board of Directors, at its discretion, may appoint a person(s) to audit and review the financial records at any time.


ARTICLE VII - Elections

1. The Immediate Past President shall select a Nominating committee of not less than five members, with the Immediate Past President serving as Chairperson of the Committee. The Board of Directors may serve in the place of any Nominating committee, as necessary.

2. The Nominating Committee shall be announced at the February business meeting. Nominations for an officer position may be accepted from the membership at this meeting. The Nominating committee shall meet to consider and recommend candidate(s) for each office at least two months prior to the annual conference. New officers will be announced at the annual conference.

3. The Officers for the forthcoming business year shall be elected by secret ballot by email prior to the annual conference. Each member company shall be entitled to one vote for each of the officer positions. A quorum of the membership must vote in the election of officers.

4. If the election is held at the April business meeting, absentee ballots may be accepted, and such ballots will be included in the quorum count.

5. In the annual election there shall be elected the following by the members in good standing: Vice President, Secretary, Treasurer, and Membership Liaison. To complete the Board of Directors, the current President will be designated as Immediate Past President.

The Vice President is elected to a three-year term comprised of one year as Vice President, one year as President and one year as Immediate Past President/Director. The Vice President assumes the office of President in year two.

6. Officers-elect and the Immediate Past President shall take office on the July 1 succeeding the election.


ARTICLE VIII - Parliamentary Authority

Roberts Rule of Order as revised shall apply to all meetings of the organization and its constituent parts, except as otherwise provided in the Bylaws. The President may appoint a parliamentarian to advise and assist in matters of procedure.


ARTICLE IX - Amendment of Bylaws, Policies and Procedures

MNAFP Bylaws may be created, rescinded, amended and repealed by a majority vote of a quorum of the membership (50%) percent at any regular or special meeting provided that email notice of such action has been sent at least ten (10) days prior to the date of that meeting to each member entitled to vote. Absentee ballots may be accepted from the membership and such ballots shall be included in the quorum count. Bylaws may also be amended by email of a membership quorum (50%).

The Board, at its discretion, can adopt or change policies and procedures as it deems necessary. The policies identified in the Bylaws are the responsibility of the Board to maintain.


ARTICLE X - Indemnification

1. The MNAFP shall indemnify each person who is or was an Immediate Past President, Officer, or Committee Member and who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he/she is or was a Immediate Past President, Officer, or Committee member of the MNAFP, for all expenses incurred with regard to such action, suit or proceeding. Indemnification shall continue as to a person who has ceased to be an Immediate Past President, Officer, or Committee Member of MNAFP and shall inure to the benefit of heirs, executors, and administrators of such a person.

Such a person(s) shall notify the Association of any threatened, pending, or completed action suit, or proceeding. The Association shall have the right to assume the defense.

As used in this Section, expenses shall include all costs, counsel fees and amounts of judgments against, or amounts paid to the MNAFP if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe this conduct was unlawful.

2. The foregoing right of indemnification shall be in addition to any right to which any Immediate Past President, Officer, or Committee Member may be or become entitled by law, vote of members or otherwise.
 

 

contact
MNAFP
Minnesota Association for Financial Professionals
P. O. Box 41695
Minneapolis, MN 55441-0695

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