By-Laws of STANY
ARTICLE I: NAME
Section 1. Name The name of this not-for-profit incorporated association shall be the Security Traders Association of New York, Inc aka STANY, hereinafter referred to as the “Corporation.”
ARTICLE II: PURPOSES
Section 1. Purposes
To encourage high standards of conduct and ethical practice in the trading division of the investment, security, fintech, and banking business.
To broaden public understanding of the important functions of traders, capital markets, and financial services professionals and of their contributions to capital markets and the economy.
To conduct or cooperate in providing programs and education relating to trading, capital markets, and financial services.
To provide benefits derived from personal acquaintances and a community forum to engage members and the trading, capital markets, and financial services community on behalf of their collective interests.
To advocate on behalf of the collective interests of its members and the trading, capital markets, and financial services community.
To undertake such other functions and to cooperate with other associations or organizations in such programs and activities as may be consistent with the mission and purposes of the Corporation.
ARTICLE III: MEMBERSHIP
Section 1. Qualifications Membership in the Corporation shall be comprised of the following classes:
- Regular Membership. (a) Any person regularly engaged or employed as a securities trader in the investment, security, fintech, or banking business either currently working within or with an office in the metropolitan area of the City of New York and (b) persons who are not securities traders but who are employed by firms, government agencies, or other entities, engaging in the investment, securities, fintech, or banking business, or regulating or advising the investment, securities, fintech, or banking industry, and whose employment assists, supports or is related to securities trading currently working within, or with an office within, the metropolitan area of the City of New York shall be eligible for Regular membership in the Corporation.
- Associate Membership. Any individual, who while not meeting the jurisdictional requirements of Regular Membership, none-the-less conducts business within the jurisdiction shall in the discretion of the Board of Directors be eligible for Associate membership in the Corporation. If the Associate member is also a member of another Affiliate of the Security Traders Association, the dues payable by the Associate member shall exclude those dues which are assessed by the Security Traders Association (STA) and the Associate member will not be counted in the membership rolls of the Corporation for purposes of membership in STA. These members are entitled to all privileges of membership, except they shall not be permitted to vote or hold elective office.
- Junior Membership. Junior Membership is available to young members, who otherwise meet the eligibility requirements of Regular Membership and Associate Membership. Age limits for Junior Membership will be determined from time to time by the Board.
- Student Membership. Student membership shall be available to any student actively enrolled full-time in an accredited college or university. Student members shall not be permitted to vote, shall not be permitted to hold elected office and shall not be counted in the membership rolls of the Corporation for purposes of membership in STA unless the STA portion of membership dues are waived by STA. Upon completion of their education, student members may convert their Student membership to Regular, Associate, or Junior membership upon payment of any additional dues necessary to qualify for such membership.
- Honorary Membership. Honorary Membership may be conferred upon individuals who are elected by a majority vote of the Board of Directors under terms the Board of Directors determines. These members are entitled to all privileges of membership, except they shall not be permitted to vote or hold elective office.
- Retired Membership. Retired Membership shall be available upon interest which shall be communicated in writing to the Secretary. Retired Membership shall only be available by approval of the Board of Directors to members who have been Regular Members in good standing for a minimum of ten (10) years, or who have served as an Officer of the Association, and have retired from active employment in trading, financial services, or related fields, and shall remain retired from active employment in trading, financial services, or related fields. These members are entitled to all privileges of membership, except they shall not be permitted to vote or hold elective office.
- Other Membership Classes. The Board of Directors may establish or disband membership classes that are ineligible to hold elective office.
Section 2. Voting Membership: The following members may vote on all matters put before the membership of the Corporation:
- Regular Members
- Junior Members
Section 3. Non-Voting Membership. The following members shall have no vote in the Corporation.
- Associate Members (including Junior Associate Members)
- Student Members
- Honorary Members
- Retired Members
Section 4. Membership Size. The number of Members of the Corporation shall be unlimited.
Section 5. Application for Membership. All applications for membership in the form as required by the Board of Directors shall be submitted for approval. No candidate shall be elected if any two (2) or more Directors shall vote their membership be rejected.
Section 6. Dues and Fees. No candidate for membership shall qualify as a member until all applicable fees and dues have been paid.
Section 7. Expulsion. A member may be expelled for any reason by a majority vote of the Board of Directors, if the member is provided with advance written notice including the reason for the proposed expulsion. The Board shall not expel a Member (i.) until after notice in writing shall have been given to such Member, (ii.) if a hearing in person before the Board of Directors is requested in writing, such a hearing is held before at least three Directors and, (iii.) any such expulsion is affirmed after due consideration and deliberation by a majority of such Directors.
Section 8. Other Qualifications. The Board of Directors from time to time may adopt such other qualifications for membership not inconsistent with these bylaws.
ARTICLE IV – FEES and DUES
Section 1. Initiation Fees. Candidates accepted for membership shall pay an initiation fee determined by the Board of Directors.
Section 2. Dues. Annual dues shall be determined by the Board of Directors.
Section 3. Non-refundable and non-transferable. Annual dues are non-refundable and non-transferable.
Section 4. Delinquency and Cancellation. Any member of the Corporation who shall be delinquent in dues for a period of sixty (60) days from the time dues become due shall be notified in writing of such delinquency and shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the Board of Directors. The Board of Directors may, in its discretion, reinstate any such member upon such conditions as it may determine and may impose a fee for reinstatement.
ARTICLE V– BOARD MEETINGS
Section 1. Board Meetings. The Board will meet at least eight times per year. The meetings shall be held at a time and place designated by the President or CEO/Executive Director upon such notice and under such rules as the members of the Board shall determine.
Section 2. Place of Meetings. Any meeting or action of the Board may, to the extent allowed by law, be held in person or by electronic or other means.
Section 3. Special Meetings. Any Officer or any three Directors may call a special meeting of the Board for any purpose at any time.
Section 4. Notice of Meetings. Notice of the time and place of regular and special meetings of the Board shall be given to each Director by mail or written electronic transmission at least seven (7) days prior to the meeting.
Section 5. Quorum.
- A majority of the Directors then in office shall constitute a quorum.
- A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors. Any action taken, or decision made, must be approved by at least a majority of the required quorum for that meeting.
Section 6. Action by Unanimous Written Consent Without a Meeting. Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action.
Section 7. Forfeiture of Office. A Director failing to attend three consecutive meetings shall thereafter forfeit office unless a majority vote of the remaining Directors shall vote otherwise. That Director shall then remain on probation for the remainder of their term of office and if a pattern of failing to attend meetings continues without a reasonable excuse communicated in writing to the Secretary, that Director will be terminated without ability to petition and will permanently forfeit the ability to again be a Director of the Association.
Article VI – MEETINGS OF MEMBERS
Section 1. Regular Meetings. Regular meetings of the Corporation shall be held at a time, place, and manner to be determined by the President and CEO.
Section 2. Annual Membership Meeting. An Annual Meeting of the Corporation shall be held at a time, place, and manner to be designated by the Board of Directors.
Section 3. Special Meetings of Members. Special meetings of Members, unless otherwise regulated by statute, may be held at any time pursuant to notice, for any lawful purpose, when called by the President or by resolution adopted by the Board of Directors. Special meetings may be called by written request signed by not less than twenty-five percent (25%) of the voting membership of the Corporation and delivered to the Secretary. Notice shall be given to members in writing not less than ten (10) but not more than fifty (50) days before the time fixed for a special meeting. The business to be transacted at such special membership meeting shall be stated in the notice thereof, and no other business may be considered at that time. Costs of meetings called by vote of the membership shall be borne by the members calling the meeting.
Section 4. Notice of Meetings. Notice of each membership meeting shall be given by first class mail, or electronically to each member entitled to vote at such meeting not less than ten (10) days or more than fifty (50) days prior to the date scheduled for the meeting. Such notice shall specify the date, time, place, and purpose of such meeting and provide sufficient information so that Members can form a reasoned judgment as to the business to be transacted at this meeting.
Section 5. Quorum. One-tenth (1/10th) of the total number of members entitled to vote shall constitute a quorum for the transaction of business at all meetings. Members may vote in person or by proxy. If a quorum is lacking, the members present may, by the vote of a majority of those present, adjourn the meeting to a date not more three months thereafter.
Section 6. Majority Vote. All matters except those for which other provision is expressly made by statute or in these bylaws, which shall properly come before any meeting of Members shall be decided thereat by the vote of a majority of the Members present in person or by proxy.
Section 7. Electronic Voting. Annual elections may be conducted by electronic ballot. Electronic ballots are permissible in accordance with policies set by the Board of Directors and applicable State law.
Section 8. Rules of Order. At all meetings, including meetings of the Board, the most current edition of Robert’s Rules of Order shall govern.
Article VII – OFFICERS
Section 1. Officers. The Officers of the Corporation shall consist of President, First Vice President, Second Vice President, Secretary, and Treasurer, all of whom shall be members. The Officers shall be elected at the annual meeting of members each year and shall hold office for a one-year term. Officers may be eligible for election to the same office for two (2) consecutive years. In the event that the President is unable to serve for any reason, the Past President shall exercise all the powers and discharge all the duties of the President until the President shall be able to resume the President’s duties or the President’s successor shall be chosen.
Section 2. The President. The President shall preside at all meetings of members, of the Board of Directors, and the Executive Committee, and shall exercise general supervision over the affairs of the Corporation. The President shall also serve as an ex-officio member of all committees and shall make all required appointments of standing and special committees.
Section 3. The First and Second Vice Presidents. The First Vice President and the Second Vice President shall, in the order named, perform the duties of the President in the President's absence and shall perform such other duties as may be delegated by the Board of Directors, but shall not replace the President as noted in Section 1 of this Article.
Section 4. The Secretary. The Secretary shall be responsible for the books and records of the Corporation. The Secretary shall give or cause to be given notice of the meetings of the members and the Board of Directors. The Secretary shall attend such meetings and shall record or cause to be recorded the minutes of the proceedings therein.
Section 6. The Treasurer. The Treasurer shall have the general supervision of the financial affairs of the Corporation. The Treasurer shall perform, or cause to be performed, all the duties incident to the office and such other duties assigned by the Board of Directors or Executive Committee. The Treasurer shall report on the financial conditions of the Corporation to the Board of Directors and to the Executive Committee in such form and frequency as they may direct.
Section 7. The Chief Executive Officer or Executive Director. The Board of Directors of the Corporation may appoint a Chief Executive Officer or Executive Director of the Corporation, at such compensation and with such powers as may be determined by the Board of Directors. The Chief Executive Officer or Executive Director shall report to the President and shall serve at the pleasure of the Board of Directors. The Chief Executive Officer or Executive Director shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Corporation and shall perform such other duties as may be specified by the Board of Directors. The Chief Executive Officer or Executive Director shall be an Ex Officio Member of the Board, Executive Committee and all standing committees and shall be invited to attend meetings without a vote.
Article VIII – DIRECTORS
Section 1. Board of Directors. The management of the affairs, funds, and property of the Corporation shall be vested in its Board of Directors. The Board of Directors shall have full power and authority to put into effect the resolutions and decisions of the Corporation and to do all acts necessary or advisable in connection therewith and to adopt any rule not inconsistent with the bylaws of the Corporation or statute.
Section 2. Number. The Board of Directors shall consist of no more than seventeen (17) Directors, consisting of the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer, the Past President, nine additional Directors elected as provided in Article VIII, and up to two (2) Special Directors nominated at the discretion of the Board of Directors.
Section 3. The Past President. The Past President remains a member of the Board for up to two (2) years and serves on the Executive Committee. In the event the Past President is unwilling or unable to serve, the Board of Directors may appoint a former past president of the Corporation to serve the term otherwise to be held by the immediate Past President.
Section 3. Director Classes. In addition to Officers, there shall be nine (9) Directors divided into three classes to be designated Class I, Class II, and Class III, three (3) to be elected each year for a term of office of three (3) years, or until their successors are elected and are qualified. The term of office of any Director appointed or elected for less than a full term will expire with the expiration of the terms of office of all Directors in the Class of Directors to which such Director was elected or appointed.
Section 4. Special Directors. Upon recommendation by the Executive Committee, the Board of Directors is authorized by the affirmative vote of two-thirds (2/3rd) of its members to nominate up to two (2) additional Special Directors to the Board. Such individuals shall stand for election by the Members of the Association at the Annual Meeting for terms of one-year but may be re-elected from year to year.
Section 5. Consultants. The Board of Directors is authorized by the affirmative vote of two-thirds (2/3rd) of its members to appoint Consultants to the Board. Such individuals shall not be required to be a member of the Association or to comply with any of the conditions of Membership contained in Article III Qualifications for Membership. Such Consultants shall not have a vote and shall serve one-year terms, which may be renewed from year to year at the will of the Board of Directors.
Section 6. Directors and Consultants shall serve without compensation.
Section 7. No more than one Director shall be a member or employee of the same organization. The foregoing shall not disqualify any previously eligible Director from continuing to serve through the end of a term year during which two Directors become employees of the same organization. This provision shall not serve to disqualify the appointment by the Board of Directors of a Consultant who is employed at the same firm as a Director.
Section 8. Resignation. A Director may resign at any time by giving written notice of resignation to the Secretary.
Section 9. Removal from Office. A Director may be removed from office for cause by a two-thirds vote of the Board of Directors present at a regular meeting or at a special meeting called for the purpose, provided that notice thereof shall be given in writing to the Director at least thirty (30) days prior to said meeting.
Section 10. Vacancies. Any vacancies which occur on the Board of Directors may be filled for the unexpired term thereof by a two-thirds (2/3rd) vote of the Board of Directors present at a regular meeting or at a special meeting called for the purpose.
Article IX – NATIONAL COMMITTEE DELEGATES
Section 1. National Committee Delegates. National Committee Delegates and Alternates, in such numbers as may from time to time be required by the regulations of the Security Traders Association, shall be appointed by the President. A list of appointed National Committee Delegates and Alternates shall be presented to the membership.
Article X – ELECTIONS
Section 1. Nominating Committee. There shall be a Nominating Committee consisting of six (6) members. The Past President, or if unable or unwilling to serve, the last preceding President able and willing to serve, shall be chairman of the Committee and a member thereof. Any vacancy occurring because of the absence of a prior President able and willing to serve shall be filled by a vote of a majority of the Board of Directors. The additional five (5) members shall be elected at the annual meeting. The five (5) Members receiving the greatest number of votes at the annual meeting shall stand elected and the remaining nominees, in the order that each received the greater number of votes, shall serve as alternates to fill any vacancy. A Member serving on the Nominating Committee shall be eligible to serve for no more than two (2) consecutive years and shall be ineligible for nomination for any office proposed by the Nominating Committee on which such Member serves.
Section 2. Qualifications for Nominating Committee. A Member may not be elected to serve as a member of the Nominating Committee unless at the time of such election such Member has been an active Member in good standing for at least three (3) full consecutive years immediately preceding such election.
Section 3. Duty of the Nominating Committee. It shall be the duty of the Nominating Committee to nominate annually candidates to serve as Officers and Directors and eight (8) to fifteen (15) candidates for the Nominating Committee for the following year. The Nominating Committee may adopt such rules and regulations not inconsistent with the bylaws as it deems necessary and appropriate for the conduct of its business. It shall be the duty of the Nominating Committee to interview and pass upon the qualifications of candidates for elective office of the Corporation. Any Member who desires to be considered by the Nominating Committee for any such elective office shall present to the Nominating Committee, in writing, in such form as the Committee may designate, a statement of intent to seek office. Such statement of intent shall be submitted to the Committee or a designated individual thereof by a date specified by the Chairman of the Nominating Committee. The Nominating Committee may invite any eligible member to stand for election for any office on its own initiative. Upon receipt of such written statement of intent the Nominating Committee by a quorum of at least four (4) members, shall, at the times and places designated by it, interview candidates from whom written statements of intent have been timely received and who request an interview or who are invited to interview by the Committee.
Section 4. Ballots and Slate. A list of candidates selected by the Nominating Committee to stand for election to the offices designated in Section 2 of this Article and a list of candidates selected by the Board of Directors to stand election to the offices designated in Article V, Sections 4 and 5 shall be presented to the membership in writing prior to the annual meeting. Additional nominations for Directors may be written in by a petition presented to the Secretary endorsed by ten percent (10%) of the voting members of the Corporation. Additional nominations for Officers may be written in by a petition to presented to the Secretary endorsed by twenty-five percent (25%) of the voting members of the Corporation. All nominations shall close fifteen (15) days prior to the annual meeting. Nominations may not be made at the annual meeting or otherwise than herein set forth.
Section 5. Delivery of Ballots. Upon the close of nominations, the Secretary shall cause to be sent by first class mail or electronically, to each voting member, ballots in such form as may be determined from time to time by the Nominating Committee. The ballot shall include the names of all nominees proposed for election. Ballots and proxies for other persons nominated for office permitted under these bylaws may be distributed in the manner and at the cost of the persons doing so. Members shall vote in such manner as proscribed by the Nominating Committee. Each ballot must be fully voted in order to be counted.
Section 6. Contested Elections and Conflicts. In the event that the nominees shall include two (2) or more Members who are employees of the same organization and two (2) or more of such Members shall receive such number of votes necessary to elect them to the same office, the member of such organization receiving the highest number of votes for such office shall be elected and the other member or members of that organization shall be automatically disqualified. In the event that the nominees for different offices shall include two (2 or more Members who are employees of the same organization and two (2) or more such persons receive such number of votes as are necessary to elect them to office, the Member elected to the highest office of the Corporation shall be elected and the other member or members of that organization shall automatically be disqualified. This provision shall not serve to disqualify Members from becoming candidates for membership on the Nominating Committee or nominees for National Committee Delegates.
Section 7. Assumption of Duties. The newly-elected Officers and Directors shall assume the responsibility of their office and the official exercise of their duties and prerogatives at the first Board Meeting following the Annual Meeting.
ARTICLE XI – COMMITTEES
Section 1. Executive Committee
- Authority. The Executive Committee shall consist of the President, First Vice President, Second Vice President, Secretary, Treasurer, and Past President. The Chief Executive Officer or Executive Director shall be a non-voting member of the Executive Committee. The Executive Committee shall have and may exercise all of the powers of the Board of Directors between the meetings of the Board. Any four (4) of its members shall constitute a quorum for the transaction of business at any Executive Committee meeting. Minutes of any Executive Committee meeting shall be presented to the Board of Directors at its next regularly scheduled meeting. Any action of the Executive Committee is subject to review by the full Board of Directors and subject to a vote of the Board of Directors.
- Limitations of Authority. The Executive Committee shall, have all of the authority of the Board, except that it shall have no authority as to the following matters: (a) the submission to members of any action requiring members' approval under the Not-for-Profit Corporation law of the State of New York; (b) the removal or filling of a vacant term of an officer, or a member of the Board of Directors, (c) the amendment or repeal of the bylaws or the adoption of new bylaws; (d) the amendment or repeal of any resolution of the Board; and (e) the engagement, termination, and discipline of the Chief Executive Officer or Executive Director.
Section 2. Other Committees. The Board of Directors shall have the power to form and define the duties of other committees as deemed necessary and shall have the general supervision of their activities, with the exception of the Nominating Committee.
ARTICLE XII – FINANCES
Section 1. Fiscal Year. The fiscal year of the Corporation shall be January 1st through December 31st.
Section 2. Financial Records. Financial statements of the Corporation, reviewed or audited as required by the not-for-profit corporation law of the State of New York, covering the fiscal year shall be made by an independent public or certified public accountant appointed by the Board of Directors. The report shall be presented at the next meeting of the Board of Directors and shall also be open to inspection by other members of the Corporation.
ARTICLE XIII – INDEMNIFICATION
Section 1. Indemnification. The officers and directors shall be indemnified to the full extent permitted by law, in the manner and to the full extent authorized or permitted under the not-for-profit corporation law of the State of New York. Except as restricted by law, the Corporation may provide additional indemnification pursuant to agreement, action of the Board, provisions of these bylaws or otherwise.
ARTICLE XIV – AMENDMENTS
Section 1. Amendments. Amendments to these Bylaws, or their repeal may be authorized by a vote of two-thirds (2/3rd) of the Board of Directors, or by two-thirds (2/3rd) of a quorum of Members, provided that notice that an amendment or repeal of these Bylaws is proposed shall have been included in the notice of the meeting at which such action is authorized.
ARTICLE XV– DATE
Section 1. Effective Date. These Bylaws shall take effect immediately upon their adoption.
June 25, 2020