SSA BY-LAWS ADOPTED OCTOBER 1971*
*Amended February 1973, April 1974, October 1977, January 1978, October 1978, August 1982, September 1982, May 1986, June 1993, May 1997, May 1998, Oct 2000, January 2001, March 2006, August 2006, September 2006, November, December 2006, August 2008, and November 2008, December 2011.
NAME AND OFFICES
SECTION 1. Name. The name of the Corporation is SHAREHOLDER SERVICES ASSOCIATION, INC. (hereinafter referred to as the "Association.")
SECTION 2. Office. The principal office of the Association shall be located in the City, County and State of New York. The Association also may have offices at such other places both within and without the State of New York as the Board of Directors from time to time may determine or the business of the Association may require.
SECTION 1. Eligibility. The following persons shall be eligible for membership in the Association:
(1) a person who is employed by a business entity and who is engaged in a shareholder services function may be elected as an issuer member, or
(2) a person who individually or through a firm provides shareholder services to a corporation, such as the transfer of securities, proxy solicitation, locating lost shareholders and financial printing, etc., may be elected as a non-issuer member.
SECTION 3. Annual Dues. The annual dues for each member shall be fixed by the Board of Directors and shall be payable no later than one month after the beginning of the Association’s fiscal year. At the board of director’s discretion, annual dues for a new member may be reduced by up to twenty-five percent (25%) six (6) months after the beginning of the Association’s fiscal year.
SECTION 4. Failure to Pay Dues. Any member failing to pay dues within thirty days after the start of the Association’s fiscal year will have his or her membership and all incidental rights and privileges, including voting rights, terminated without further notice.
SECTION 5. Termination. The Board of Directors shall have the power to suspend or withdraw the privilege of membership in the Association, or take other appropriate disciplinary action with regard to a member, provided that such action is approved by a majority vote of the Board of Directors for conduct which, in the sole opinion of such majority, may be prejudicial to the best interests or objectives of the Association. Any member whose membership in this Association shall have terminated by resignation, expulsion or other cause shall forfeit thereby all interest in any and all funds, property, rights and interest of the Association.
SECTION 6. Associate Member. On the majority vote of the Board of Directors, an individual who was formerly a member and is no longer eligible to be a member may be elected an associate member of the Association with all rights, privileges and obligations of members except an associate member shall have no right to vote, shall not be required to pay dues, shall pay half price for luncheon meetings and shall be required to pay full annual conference registration fees.
SECTION 7. Honorary Member. On the majority vote of the Board of Directors, an individual who has acted in the capacity of President of the Association and is no longer eligible to be a member may be elected an honorary member of the Association with all rights, privileges and obligations of members except an honorary member shall have no right to vote and shall not be required to pay dues, meeting fees or annual conference registration fees.
ANNUAL MEETING OF MEMBERS
SECTION 1. Annual Meeting. The annual meeting of the members shall be held on such day, at such time and at such place as may be selected by the Board of Directors and shall be designated in the notice of the meeting, at which the members shall elect, by majority vote, a Board of Directors and transact such other business that properly may be brought before the meeting.
SECTION 2. Notice. Notice of the annual meeting stating the place, date and hour of the meeting, shall be given personally, by mail or by electronic means, to each member entitled to vote at such meeting. If the notice is given personally, by electronic means or by first class mail, it shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than thirty nor more than sixty (60) days before such date.
SPECIAL MEETING OF MEMBERS
SECTION 1. Special Meeting. Special meetings of members of the Association may be held at such time and place within or without the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
SECTION 2. Call for Special Meeting. Special meetings of the members may be called at any time by the President or majority of the Board of Directors and shall be called by the President or Secretary upon the written request of ten percent (10%) of the members of the Association entitled to vote. The only business that may be conducted at a special meeting shall be that specified in the notice of the meeting in accordance with the notice requirements specific in Article III, Section 2. The date and month of such meeting shall not be less than one (1) nor more than two (2) months from the date of the written request of the Association members.
QUORUM, VOTING RIGHTS AND MEETINGS OF MEMBERS
SECTION 1. Quorum. Ten percent (10%) of the total number of Association members, represented in person or by proxy, shall constitute a quorum at all meetings of the members for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the members, the members present, in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. Each member shall be entitled to vote on each matter submitted for a vote in person or by proxy.
SECTION 2. Vote Required. If a quorum is present, the affirmative vote of a majority of the members present in person or by proxy shall be the act of the members, unless the vote of a greater number of members is required by law, these by-laws or the Certificate of Incorporation.
SECTION 3. Inspectors. The Board of Directors may appoint one (1) or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at such meeting may, and on the request of any member present shall, appoint one (1) or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat.
SECTION 1. Powers. The business affairs and the activities of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these by-laws directed or required to be exercised or done by the members.
SECTION 2. Number. The number of directors constituting the entire Board of Directors shall be such number as shall be fixed from time to time by the vote of a majority of the entire Board of Directors. . A Director shall be a voting member in good standing and be at least twenty-one (21) years of age, but need not be a resident of the State of New York. Each Director shall serve a term expiring at the succeeding annual meeting upon the election of their successor or their re-election. There shall be one class of Directors and all current and proposed Directors shall be slated for election to a one (1) year term. The number of non-issuer members on the Board at any time may not exceed thirty percent (30%).
SECTION 3. Removal and Resignation. Any Director may be removed from the Board of Directors, with or without cause, by a vote of the majority of the Directors. A Director who changes the principal responsibility held when elected to the Board of Directors either inter-company or intra-company, shall submit a written resignation and notice of his or her new principal responsibility within thirty (30) days to the President . The Board of Directors shall review the appropriateness of the Director’s continued service on the Board and in its sole discretion, accept and or reject the Director’s resignation.
Any or all of the Directors may be removed, with or without cause, at any time by the vote of the Association members at a special meeting called for that purpose.
SECTION 4. Vacancies. Newly created Directorships resulting from an increase in the number of Directors and vacancies among such Directors for any reason shall be filled by a majority vote of the Directors then in office or at a special meeting of members called for that purpose. The term of a Director elected to fill a newly-created Directorship or vacancy shall expire at the next succeeding annual meeting.
SECTION 5. Records. The Directors may keep the books of the Association, except such as are required by law to be kept within the State, outside the State of New York, at such place or places as they may determine from time to time.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of New York. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, by means of teleconferencing or other electronic communications medium that enables all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
SECTION 2. Notice and Waivers. Notice of meetings stating the place and date of the meeting, shall be given personally, by mail or by electronic means no later than five (5) days before the day on which the meeting is to be held.
Notice of a meeting need not be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting the lack of notice prior thereto. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors needs to be specified in the notice or waiver of notice of such meeting, unless otherwise required by law, these by-laws or the Certificate of Incorporation.
SECTION 3. Organization Meeting. The first meeting of each newly elected Board of Directors shall be held as soon as practicable after the annual meeting of Association members. The Board of Directors shall appoint by majority vote the Officers of the Association and transact such other business that properly may be brought before the meeting.
SECTION 4. Regular Meetings. Regular meetings of the Board of Directors may be held upon such notice, and at such time and at such place as from time to time shall be determined by the Board.
SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or a majority of the Board of Directors on one (1) days' notice to each Director, either personally, by mail or by electronic means.
SECTION 6. Recusal. A Director shall recuse himself or herself at a regular or special meeting, on matters that present a conflict of interest with respect to his or her service on the Board. Not with standing Article VII, Section 5, for a special meeting held telephonically where a Director would be required to recuse him or herself, notice need not be given to such Director, provided that prompt notice of action taken at the meeting shall be provided to such Director.
SECTION 7. Quorum. One-half of the entire Board of Directors shall constitute a quorum for the transaction of business, unless a greater number is required by law or by the Certificate of Incorporation. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of Directors, a majority of the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. A Director will be considered present for quorum purposes if present either in person or by conference call.
SECTION 1. Establishment. The Board of Directors may, by resolution adopted by a majority of the entire Board, establish standing and/or special ad-hoc committees as may be deemed desirable to further the business of the Association.
SECTION 2. Statement of Elements. A Statement of Elements Common to Board Committees shall define the general purposes of the Board committees and procedural elements common to the functioning of the committees.
SECTION 1. Principal Officers. The principal Officers of the Association shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer. The above Officers shall hold office until the next succeeding annual meeting and until their successors are appointed and qualified. No individual shall serve as President for more than two full consecutive terms of one year each.
SECTION 2. Eligibility. All Officers must be Directors. The President and the Vice-President(s) must each be a Director and be an Issuer Member.
SECTION 3. Vacancies. The Board of Directors shall fill any vacancy in the office of President, Vice-President, Secretary or Treasurer for the unexpired portion of the term. The Board of Directors may appoint such other Officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
SECTION 4. The President shall be the chief executive officer of the Association, shall preside at all meetings of the members and the Board of Directors, shall have responsibility for the general and active management of the activities and the business of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect.
SECTION 5. The Vice-President, in the absence or disability of the President, shall perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors or the President from time to time may prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
SECTION 6. The Secretary shall record the proceedings of all meetings of the members and the Board of Directors of the Association. The Secretary shall perform such duties as may be prescribed by the Board of Directors or President and shall have custody of the corporate seal of the Association. The Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by their signature. The Board of Directors may give general authority to any other Officer to affix the seal of the Association and to attest and affix their signature.
SECTION 7. The Assistant Secretary, if there be one, in the absence or disability of the Secretary shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the President or the Secretary from time to time may prescribe.
THE TREASURER AND ASSISTANT TREASURER
SECTION 8. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
SECTION 9. The Treasurer and or Assistant Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions by the Treasurer and of the financial condition of the Association.
SECTION 10. If required by the Board of Directors, the Treasurer shall give the Association, at its expense, a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Association. In case of death, resignation, retirement or removal from office, all books, papers, vouchers, money and other property of whatever kind belonging to the Association in the possession or control of the Treasurer, must be returned to a member of the Board of Directors, or newly appointed Treasurer.
SECTION 11. The Assistant Treasurer, if there is one, in the absence or disability of the Treasurer shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors or Treasurer from time to time may prescribe.
SECTION 1. All checks or demands for money and notes of the Association shall be signed by such Officer or Officers or such other person or persons as the Board of Directors from time to time may designate.
SECTION 2. The fiscal year of the Association shall end on September 30 of each year.
SECTION 3. The Corporate seal shall have inscribed thereon the name of the Association, the year of its organization and the words "Corporate Seal", New York." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
SECTION 1. The Association shall indemnify, to the maximum extent permitted by law, any person, who is made, or threatened to be made, a party or witness to an action or proceeding other than one by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, by reason of the fact that he or she, his testator or intestate, is or was a Director or Officer of the Association.
SECTION 2. The Board of Directors may cause the Association to purchase and maintain insurance on behalf of the Association and on behalf of any person who is a Director or Officer of the Association against any liability asserted against the Association or such person and incurred in any such capacity or arising out of such status, whether or not the Association would have the power to indemnify such person.
SECTION 1. These by-laws may be amended or repealed and new by-laws may be adopted:
(1) by majority vote of the members, at any regular or special meeting of the members at which a quorum is present or represented by proxy, provided notice of the proposed amendment, repeal, or new by-laws is contained in the notice of the meeting, or