Bylaws

(Effective October 11, 2005 )

Article I: NAME

The name of this organization shall be the Peninsula Treasury Management Association (the "PTMA").

Article II: PURPOSE

The PTMA is a non-profit professional associatoin dedicated to serving the needs of treasury professional members at all stages of their career by providing the following services:

Article III: MEMBERSHIP

Section 1: Classes of Membership

The PTMA offers two (2) classes of membership:

Section 2: Members (“Members”)

All corporations and legal entities meeting the following criteria are eligible for membership as a “Member” if:

Each Member entity:

Each Primary Member and Associate Member:

Section 3: Affiliate Members (“Affiliates”)

The Board of the PTMA may grant Affiliate membership status to any current Primary Member or Associate Member upon that person’s separation from his/her place of employment. Upon acceptance by that person of alternate treasury or treasury-related employment, that Affiliate Membership shall immediately terminate, with no refund or rebate of dues.

Each Affiliate Member:

Section 4: Termination of Membership

Resignation: Any Member may resign by filing a written resignation with the Secretary. Such resignation shall not discharge any obligations to pay dues, assessments, or other charges accrued and unpaid. No refund shall be made on any dues.

Suspension, Termination and Expulsion: Any Member who fails to pay dues within sixty (60) days of invoice, or who becomes ineligible for membership, may be suspended by the Secretary, but shall be reinstated without readmission if within two (2) months of such suspension the condition which caused the suspension is remedied. If the Member fails to remedy the condition which caused suspension within such two (2) months, membership shall be immediately terminated. The Board of the PTMA may by majority vote terminate the membership of any Member. The Secretary shall provide the PTMA President with timely notice of any suspension, termination or expulsion action taken.

Article IV: MEETINGS

Section 1: Regular Meetings.

The PTMA will hold regular meetings monthly on the second (2nd) Wednesday of each month, except during July and January when there will be no regular meetings. Additional meetings may be held as approved by the Board. In the event that a normal meeting falls on an observed holiday, the Board of the PTMA will schedule that meeting at a convenient time.

Section 2: Annual Meeting.

The March meeting is designated as the annual business meeting of the PTMA. The current Board will present to the membership a summary of the activities and budget for the current fiscal year. Members will approve the budget for the current fiscal year by majority vote of the members, present or by proxy.

Section 3: Meeting to Elect New Officers.

The October meeting is designated as the meeting at which the current Board of the PTMA presents to the membership a slate of candidates for the coming year’s Board. Members will elect the coming year’s officers by majority vote of the members, present or by proxy.

Article V: DUES

The Board of the PTMA shall assess dues from its Members to cover PTMA expenses. Invoicing will take place during December of each year for the following year. Member dues are payable in advance, once a year, due no later than sixty (60) days from the invoice date.

Article VI: FISCAL MATTERS

Section 1: Fiscal Year.

The fiscal year of the Association is the calendar year.

Section 2: Management of PTMA Funds.

Any two officers of the PTMA are empowered to open, maintain, and close bank accounts on behalf of the PTMA. The authorized signers of the bank accounts must be members and may be the President, Vice President, Treasurer, Secretary and their designees.

Article VII: BOARD OF DIRECTORS

Section 1: General Powers.

The Board of Directors of the PTMA shall assume the general management of the affairs of the PTMA. The Board of Directors shall by majority vote of the members present at the first Board meeting of each year approve a plan of action for that year, prepared by the President. The Board shall approve such other matters that come before it by majority vote of the members present at each Board meeting.

Section 2: Composition of the Board of Directors.

The Board of Directors of the PTMA shall consist of 7 officers:

Section 3: President.

The President shall be the Chief Executive Officer of the PTMA, and shall hold supervisory powers over the business affairs of the PTMA and its officers. The President shall prepare a plan of action for each fiscal year, outlining objectives in alignment with the overall purpose and goals of the PTMA, and submit that plan to the Board of Directors for approval in January of each year, and to the membership at the March meeting of each year. The President shall preside at all meetings of the Board of Directors and the membership, and shall enforce the rules and regulations set forth in these Bylaws. The President shall appoint the chairperson of each additional committee designated by the Board of Directors. All officers and chairpersons shall be responsible to the President.

Section 4: Vice President.

The Vice President shall assist and counsel the President in PTMA duties and shall, in the absence of the President, assume all the duties of the President. The Vice President shall perform the duties assigned to him/her from time to time by the President.

Section 5: Treasurer.

The Treasurer will have general supervision of the funds of the PTMA, and shall maintain a current record of all receipts, disbursements, assets and liabilities of the PTMA. The Treasurer shall recommend and collect annual member dues amounts, assessments, and guest fees of the PTMA. The Treasurer shall make an annual report to the members at the March meeting of the financial condition of the PTMA at the end of prior fiscal year, and perform all other duties relative to the Office of Treasurer as may be assigned from time to time by the President.

Section 6: Secretary.

The Secretary will keep minutes of all meetings of the Board of Directors, keep a record of all official actions of the PTMA, issue notices of all meetings, mail notices to members, keep a register of all members, maintain attendance records of members, and perform all duties relative to the Office of Secretary. The Secretary shall conduct the election of the Board of Directors for the following year at the October meeting of the PTMA.

Section 7: Chairperson, Program Committee.

The Chairperson, Program Committee shall be responsible for developing the program topics and locating speakers for ten (10) general meetings of the members. The Chairperson, Program Committee shall also be responsible for all arrangements and logistics for those general meetings. The Chairperson, Program Committee may appoint additional members to the Program Committee to carry out the objectives of this office.

Section 8: Chairperson, Communications.

The Chairperson, Communications shall be responsible for ensuring a consistent, two-way dialog between the Board of Directors and the membership. The Chairperson, Communications, shall also serve as the PTMA’s primary contact person for communication with the press. The Chairperson, Communications will manage the PTMA web site, including supervision of the Webmaster. The Chairperson, Communications will employ the latest services and technologies to ensure that members are informed of Chapter meetings and other special events.

Section 9: Chairperson, Symposium Committee.

The Chairperson, Symposium Committee shall be responsible for representing the PTMA in its joint meeting with the San Francisco Treasury Management Association (SFTMA), and for coordinating the contribution of the PTMA to the annual Treasury Symposium held in San Francisco each September.

Section 10: Election.

Each officer shall be elected by a majority vote of the members, present or by proxy, at the October meeting of the PTMA.

Section 11: Term Limits.

The term of each office shall be one year. No officer may serve more than two (2) consecutive years in any one office.

Section 12: Resignations.

Any officer may resign at any time by giving written notice to the Secretary and such resignation shall take effect at the time specified in such notice.

Section 13: Removals.

A Director may be removed from office with or without cause by an affirmative vote of two-thirds (2/3) of the Board of Directors, taken at a meeting of the Board of Directors held at least thirty (30) days after notice in writing is given to all directors that such removal action will be considered and the reason(s) therefore.

Section 14: Vacancies.

The President may fill any vacancies in any office of the Board of Directors for the balance of the term in consultation with the balance of the remaining Board of Directors.

Section 15: Waiver of Dues.

Members of the PTMA that have been duly elected to the PTMA Board of Directors are entitled to have their membership dues waived during their term of service on the PTMA Board of Directors.

Article VIII: QUORUM REQUIREMENTS

A simple majority of the members shall constitute a quorum of the membership. A simple majority of the Board of Directors shall constitute a quorum for the Board of Directors.

Article IX: RULES

The rules contained in Robert’s Rules of Order shall govern the PTMA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

Article X: MODIFICATION AND AMENDMENT

Modifications and amendments to these Bylaws shall be made only with the affirmative vote of two-thirds (2/3) of the Chapter membership, present or by proxy.

Article XI: EFFECTIVE DATE

These Bylaws shall become effective as of June 12, 2002.