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BYLAWS OF THE DALLAS ASSOCIATION FOR FINANCIAL
PROFESSIONALS NAME AND PURPOSE The name of this Association, a non-profit corporation incorporated under the laws of the State of Texas, shall be the Dallas Association for Financial Professionals (DAFP). The Association's purpose is to promote the common business interests of treasury and financial management through education, communication, and increased recognition of the profession. I. Membership A. The Executive Committee is made up of the officers and appointed committee Chairs of the Association. The Executive Committee has the authority to determine qualifications for membership in all cases. The membership of the Association will consist of the following categories: Member - Individuals will be considered eligible for membership if they are any of the following: Involved in. the practice of treasury/financial management within an organization; are a service provider to the treasury/financial management industry; are an educator involved with the education of treasury/financial students; are a consultant to the treasury/financial industry. B. The ownership of the membership shall be presumed to belong to the individual member. Any member may be suspended or terminated for cause as determined by the Executive Committee. II. Voting A. Each Member present at a meeting is entitled to one vote. Alternates are required to have a written proxy from the absent Member in order to vote. B. Members, or proxies, in attendance at the monthly meeting will constitute the Voting Group for that meeting. C. Any proposed change to the bylaws requires a two-thirds vote of the Voting Group as defined. Any proposed change to the bylaws must be announced at a regular meeting, at least one meeting prior to the meeting at which the vote is taken. The written proposed change must be delivered electronically to the addresses on record to all Members of Record at least two weeks prior to the meeting at which the vote is to be taken. Members of Record are all paid members on the membership list as of the meeting prior to the meeting at which the vote is taken. Any proposed change to the bylaws must be approved by a majority vote of the Executive Committee prior to being submitted to the membership for consideration. D. At the discretion of the President, or a majority vote of the Executive Committee, a vote may be taken at any regular meeting on any issue not changing the bylaws. A simple majority of the Voting Group as defined, shall govern at all regular meetings. E. A majority of all Executive Committee members shall govern on all issues to be decided by the Executive Committee. F. A written petition signed by two-thirds of the voting members is required to bring a vote to members at a regular meeting. This must be presented to the Executive Committee at least two weeks prior to the meeting at which the vote is to be taken to be put on the agenda for the next regular meeting. III. Guests A. Guests, other than those involved in the specific program for a given meeting, can only be in attendance at the request of a member. B. The Treasurer will separately assess applicable fees for the expenses of the guest. IV. Meetings A. Meetings generally will be on the third Thursday of the month, six to eight times a year, at a meeting place set by the Program Committee. B. The November meeting is designated as the annual meeting of the Association. A budget for the coming fiscal year must be proposed at the October meeting. A final budget must be determined and approved by the Voting Group at the November meeting. V. Dues A. The amount of dues, fees, and the due date will be determined annually by the Executive Committee. B. The fiscal year of the Association is January through December. C. Members who do not pay all dues and fees in a timely manner are subject to being expelled from the Association. VI. Officers and Committee Chairs A. All officers shall be elected for a term of two years consistent with the Association’s fiscal year. Officers cannot succeed themselves in the same office. B. At least two of the Executive Officer positions consisting of the President, Vice President, Secretary or Treasurer shall preferably be held by Corporate Treasury/Finance Practitioners. It is encouraged that all members be given an opportunity to rotate through all of the available positions. C. Should the office of President become vacant for any reason during their term, the Vice President shall succeed to the office of the President. Should an elected office or committee Chair position become vacant for any reason during their term, the President shall appoint an eligible individual to fill the balance of the term. D. In alternating years, a slate of officers and committee titles will be presented by the presiding Executive Committee at the September meeting and voted on during the October meeting. E. The Executive Committee is empowered to designate officers who may, as agents of the Association, open, maintain, be signers, and close bank and investment accounts. F. The officers of the association are comprised of the President, Vice President, Secretary and Treasurer. Committees of the Association are to be determined by the Executive Committee as needed to maintain membership, programs, policies, procedures, conferences and other activities to meet the needs of the association. The Executive Committee shall be the final authority regarding interpretation of the bylaws. President The President will preside at all meetings of the Executive Committee and Association at which he/she is present and will provide leadership for the Association. He/she will have general charge of the business and affairs of the Association and may execute in the name of the Association any authorized corporate obligation or other instrument. The President will manage the conduct of the corporate finances and relations of the Association with its members and the public. The President will appoint the Chairs of all committees. All officers and committee Chairs will be responsible to the President. Vice President The Vice President will assist the President in his/her duties and, in the absence of the President, will function in his/her capacity. In addition, the Vice President will be available to undertake special projects at the request of the President. Secretary The Secretary will keep the minutes and record attendance at all regular and executive committee meetings. The Secretary may, at his/her discretion, appoint an Assistant Secretary and additional volunteers as needed. Treasurer The Treasurer will collect dues and disburse all funds of the Association. The Treasurer will maintain a record of cash receipts and disbursements and annually will present a financial report to the membership. The Treasurer will be responsible for preparation of the annual budget as well as any filings required by government agencies, including, but not limited to, an annual federal tax filing on or before the 15th day of the fifth month following the end of the Association’s fiscal year, and will perform all other duties relative to the office of Treasurer. Committees The President will appoint the committee chairperson to the committees approved by the Executive Committee. The duties of each committee will be determined by the President subject to approval by the Executive Committee. VII. Alliance of Texas Treasury Association (ATTA) Representatives The association will have two ATTA Representatives. The immediate past president will serve two 2-year terms as an ATTA Representative. If one of the immediate past presidents is unable to serve, the presiding president shall appoint a representative. In the event that TEXPO is hosted by the Dallas AFP, the outgoing ATTA representative will continue to serve for one year, to support TEXPO, in a nonvoting capacity, VIII. Indemnification of Officers and Chairs Every officer, Chair, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such officer, Chair, or employee in connection with any proceeding to which such officer, Chair, or employee being or having been an officer, Chair, or employee of the Association, or any settlement thereof, whether or not such officer, Chair, or employee at the time such expenses are incurred, except in such cases wherein the officer, Chair, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of the duties of the office. Approved this 23rd Day of March, 2023. DALLAS ASSOCIATON FOR FINANCIAL PROFESSIONALS  Joan Calhoun Yaritza Bynum |
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