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I. NAME AND PURPOSE
The name of the Corporation is the Treasury Management Association of Central Pennsylvania (herein referred to as TMACP). It was incorporated under the laws of the State of Pennsylvania and was created for the purpose of establishing a regional forum for the exchange of concepts and techniques related to the endeavor of improving the management of cash through education, communication, and recognition of the Treasury Management Profession.
TMACP shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business which may be transacted under the Pennsylvania Non-Profit Corporation law, so long as such acts are within the scope of Section 501 © (6) of the Internal Revenue Code of 1954.
II. OFFICES
The principal office of TMACP shall be in such place within the Commonwealth of Pennsylvania as the Board of Directors may from time to time determine. TMACP may have such other places of business, within and out of the Commonwealth of Pennsylvania, as the Board of Directors may from time to time determine.
TMACP shall have, and continuously maintain in the Commonwealth of Pennsylvania, a registered office and a registered agent as may be required by the appropriate laws of the Commonwealth of Pennsylvania. Both the registered agent and the registered office may be changed from time to time by the Board of Directors.
III. MEMBERSHIP
- The Membership structure shall consist of the following two categories:
a) Practitioner Member – The member will have responsibility for cash management in its organization and will be a major participant in decision making regarding cash management activities. The member shall not be involved in banking, consulting, or any other business having to do with supplying services related to the management of cash.
b) Associate Members – Individuals will be considered for associate membership if They do not meet the membership criteria as set forth above but are involved in cash management activities such as banking, education, consulting, etc. Associate Members may vote on all TMACP matters.
- The membership Committee has the authority to determine qualification for membership in all cases.
IV. FISCAL MATTERS
- The fiscal year of TMACP is the calendar year.
- Dues are to be determined by the Officers and are payable each January or on admission to TMACP.
- The Officers acting together are empowered to open, maintain, and close bank accounts on behalf of TMACP. The authorized signers on bank accounts shall be the President, Vice President, Secretary, Treasurer and their designees.
V. MEETINGS
- An annual meeting will be held at least once during each fiscal year. Special meetings may be called by the President or the Officers. Thirty days prior to the annual meeting or the special meeting, the Secretary will provide each member with a Notice of Meeting and an agenda that may include but not be limited to the following:
a) A complete fiscal report to be prepared by the Treasurer.
b) A “State of the Association” Report to be prepared by the President.
c) Proposed amendments to the Bylaws.
d) Election of Officers from the publicized slate prepared by the Nominating Committee and any nominations from the floor.
- Quarterly meetings and monthly meetings may be called by the President or the Officers.
- The place of all meetings shall be established by the President and the Officers in consultation with the members.
VI. VOTING AND ELECTIONS
- At any Annual Meeting or Special Meeting, for which an appropriate Notice of Meeting has been mailed to all members and at which a quorum is present, the affirmative vote of a majority of those present or represented by proxy, is required to elect Officers.
- Twenty-five percent (25%) of Practioner Members and twenty-five percent (25%) of Associate Members, present or represented by proxy, will constitute a quorum.
- Each Practioner Member will have one vote, in person or by proxy and may vote on all matters.
- Each Associate Member will have one vote, in person or by proxy and will vote on all Matters.
VII. OFFICERS OF TMACP
The elected Officers of TMACP and their responsibilities are:
- President – The President shall be the Chief Executive Officer of TMACP, preside at all meetings of the Officers and members at which he/she is present, and make the annual report to the members. He/She shall have general charge of the business and affairs of TMACP subject to the control of the Board of Directors, may execute in the name of TMACP any authorized corporate obligation or other instrument and shall perform such other functions as may be prescribed by the Board from time to time.
The President shall manage or supervise the conduct of the corporate finances and Relations of TMACP with its members and with the public. He/She may delegate fro time to time such powers as he/she may specify in writing, with such terms and conditions, if any, as may be set forth. A copy of each such delegation and of any revocation or change shall be filed with the Secretary.
The President will appoint chairpersons of each committee he/she wishes to establish. He/She will also appoint replacements to complete the unexpired term of any Office for which a vacancy occurs, subject to ratification by the Board of Directors. All Officers and committee chairpersons will undertake special projects at the request of the President.
- Vice President – The Vice President will assist the President and in the absence of the President, will function in the capacity of the President. In addition, the Vice President will undertake special projects at the request of the President.
- Secretary – The Secretary will keep the minutes of the meetings, mail various notices to members, maintain a membership roster and attendance record of members, and will perform all other duties relative to the office of Secretary.
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