|History & Bylaws|
The Shareholder Services Association, Inc. (SSA) has a rich and proud history. The association was founded in 1946 as the Corporate Transfer Agents Association (CTA). In 2006, the CTA changed its name to the Shareholder Services Association. Initial membership included professionals from a diverse group of companies, both large and small. Many of the household names in business and industry at the time (e.g., General Electric, General Motors, AT&T, IBM, and United States Steel) provided the early leaders of our organization.
The core of our mission has always been to support and educate those involved in shareholder services. Today, the SSA continues as a powerful network of issuers, service provider professionals and industry leaders representing the diversity of the shareholder services industry. The depth and breadth of SSA membership will give you an edge with resources and information that can expand your expertise and add value to your organization. Connect with your peers and learn more about the make-up of our members and their wealth of experience.
SSA BY-LAWS ADOPTED OCTOBER 1971*
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 3. Annual Dues. The annual dues for each member shall be fixed by the Board of Directors and shall be payable on the anniversary date of membership.
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.
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.
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.
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 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.
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.
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.
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 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 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.
THE SECRETARY AND ASSISTANT SECRETARY
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.
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 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 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.