Preamble

We, the members of International Finance and Law Institute (hereinafter “IFLI”), in order to form a leading non-profit organization for outstanding professionals in the fields of finance and financial law, contribute to the growth of finance and financial law industry around the globe, create and foster business opportunities, nurture the leaders for tomorrow, and share network, information and experience, do ordain and establish this Bylaw.

Article I. Member & Membership

1. Membership. IFLI shall have one class of members. Among the same class, the Board of Directors may from time to time elect IFLI members of significant achievement and contribution to the global finance and financial law community as Honorary Members of IFLI.

2. Application. An individual may become a member of IFLI upon referral by at least two (2) members and approval by the Membership Committee. The Membership Committee may establish and amend from time to time the Membership Criteria, which become effective upon approval by the majority vote of the Board of Directors.

3. Rights. Each member shall have the rights to be nominated for the election for the Board of Directors, be elected to hold positions in the Board of Directors, be appointed to hold positions as Officers or Committee Members, be entitled to one vote in participation of any voting action, participate in activities organized or sponsored by IFLI, and receive all communication and information directed to the membership.

4. Duty. Each member shall pay membership dues to the Treasurer. The dues of membership and payment procedures thereof shall be determined and adjusted from time to time by the Board of Directors. Each member shall abide by the Bylaw herein and meet the Membership Criteria throughout the term of membership.

5. Termination. Membership is terminated upon a member’s death, resignation or removal. Any member may resign at any time by giving a written notice to the Membership Committee and such resignation shall become effective at the time of receipt of the notice. A member may be removed with cause through a removal process. The membership removal shall be initiated by the Membership Committee and become effective upon approval by a majority vote of the Board of Directors. The cause may include, but is not limited to, conviction of a crime, failure to pay membership dues, and failure to meet or maintain the Membership Criteria.

Article II. The Board of Directors

1. Governance. IFLI is governed by the Board of Directors which is the highest decision-making body of IFLI.

2. Assembly. The Board of Directors shall consist of individual voting members elected by the membership of IFLI.

3. Number. The number of directors is five (5) and may be fixed from time to time by resolution of the Board of Directors, but in no event may there be less than three (3) directors or more than seven (7) directors, provided that any such resolution shall require a majority vote of the entire Board of Directors then in office.

4. Powers. The Board of Directors shall have general power and duties to manage the affairs of IFLI in accordance with the purposes and limitations set forth herein, which include but are not limited to the power: A) To establish, implement, and monitor policies and strategies which advance the mission, goals, and objectives of IFLI within the limit set forth by the Bylaw herein, B) To establish and adopt policies and programs which benefit the interests of members, C) To establish Executive Committees and appoint Officers in accordance with Article III, and D) To hold and attend board meetings.

5. Quorum. At each meeting of the Board three (3) directors shall constitute a quorum for a board decision, so long as such number constitutes at least one-half (1/2) of all directors. If a quorum is not present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting without notice other than an announcement at the meeting, until such a quorum is present.

 6. Board Decision. Unless explicitly stated herein, the vote of a majority of the directors present at any board meeting at which there is a quorum shall be the act of the Board of Directors.

 7. Election. The Board shall form the Election Committee by appointing at least two members who are not seeking election then. A candidates for Directorship shall be a member, be nominated by at least another member entitled to vote for such candidate, and be registered with the Election Committee by the third Saturday of October of each calendar year. The Election Committee shall release the name list of candidates seeking election and candidates shall submit to the Election Committee their election statements which, upon review, will be distributed to the entire membership between the third Sunday of October and the first Saturday of November of each election year. If no more than five members seek election to the Board of Directors, then these members are deemed elected. If more than five members seek election to the Board of Directors, the election shall be conducted by ballot. Members entitled to vote shall inform their vote in writing or electronically to the Election Committee between the first Sunday of November and the second Saturday of November of each calendar year. The ballot shall be canvassed on the second Sunday of November of each calendar year by the Election Committee, confirmed by the Board of Directors, and the result shall be officially declared within two days. In all other respects the elections shall be as the Board may by rule direct.

8. Chairman. The Director Elect having the greatest number of votes shall be the Chairman of IFLI. If the Direct Elect declines the Chairman position or has held two consecutive terms of Chairmanship, the Director Elect having the second highest vote will become the Chairman. Chairman shall direct board meetings, manage Officers of IFLI, present an annual report to IFLI, and represent IFLI in connection with external affairs.

9. Term. Each Director shall have a term of one year commencing on January 1 of a calendar year immediately subsequent to election and shall hold office until the Director’s term ends on the earlier of December 31 of the calendar year, the director’s death, removal or resignation. A Director may hold more than one term, provided however, in no event may a Director hold Directorship for more than five (5) consecutive terms, nor may the Chairman hold Chairmanship for more than two (2) consecutive terms.

10. Resignation. Any Director may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the Board of Directors.

11. Removal. A Director may be removed with cause by Motion proposed to the Board of Directors through a member. The removal shall become effective upon approval by the majority vote of the entire Board of Directors first and by two-thirds of vote from voting members exclusive of the Directors then in office.

12. Vacancy. Newly created directorships resulting from an increase in the authorized number of directors or vacancies occurring in the Board of Director for any cause may be filled by a candidate nominated by the Chairman and ratified by a majority vote of all the Directors then in office. Each Director so elected shall serve the term in the same manner the Directors then in office serve.

13. Conflict of Interests. If there appears to be a conflict between a Director’s duty to IFLI and the Director’s duty to any other entity in a decision-making process, the Director may not participate in the discussion or voting in such a process unless the majority of the entire Board of Directors consent to such a participation.

Article III. Executive Committees and Officers

1. Executive Committees. Executive Committees of IFLI shall consist of Membership Committee, Finance and Sponsorship Committee, Election Committee, and such other executive committees as the Board of Directors may establish from time to time by resolution adopted by a majority of the entire Board then in office.

2. Officers. The Officers of IFLI shall consist of a Secretary General, a Treasurer, a Chief Legal Counsel, Executive Directors for each Executive Committee, and such other officers as the Board of Directors may determine from time to time by resolution adopted by a majority of the entire Board then in office. All Officers shall report to the Chairman and subject to the supervision and direction of the Board of Directors.

3. Functions of Officers. The objectives of all Officers are to promote IFLI, advance the interests of members, and implement the mission of IFLI under the guidance and leadership of the Board of Directors.

A) Executive Director of Membership Committee shall establish, amend, and implement the Rules for Membership Application, Membership Criteria, Membership Removal; screen and select candidates for membership; and remove members for cause.

B) Executive Director of Finance and Sponsorship Committee shall establish, amend, and implement the Rules for funding process and reimbursement procedures and be responsible for fund-raising activities for IFLI.

C) Secretary General. The Secretary General shall keep all written records of IFLI, especially the Secretary General shall serve notices of IFLI or IFLI meetings; serve and record ballot; keep the minutes of all meetings of the Board in books to be kept for that purpose; keep official correspondence of the Board; lead and organize the Election Committee during election, establish and implement the Rules for Election, and perform all duties incident to the office of Secretary General and any other duties assigned by the Board.

D) The Treasurer shall keep or supervise the keeping of complete and accurate accounts of receipts and disbursements of IFLI and shall deposit all funds of IFLI in the name and to the credit of IFLI in the banks or other depositories chosen by the Board. When requested by the Board, the Treasurer shall exhibit the books and accounts to the Board, and shall perform any other duties assigned by the Board. At the end of each term of the Board, the Treasurer, together with the Chairman, shall present a report to the entire membership showing the balance sheet and cash flow of IFLI during such term.

E) Chief Legal Counsel shall ensure the compliance of IFLI with the Bylaw and applicable laws of the Untied States and have the power to interpret the Bylaw.

4. Approval of Rules. The Rules or amendments thereof set forth by each Executive Committee or Officer shall be presented to the Board by the Executive Director of such committee or the Officer and become effective upon a majority vote of the entire Board. 

5. Appointment. Each Officer shall be appointed by a majority vote by the Board of Directors. Officers for newly established Executive Committees shall be appointed by a majority vote by the Board of Directors immediately after such Committee is established.

6. Committee Member. Executive Director of each Executive Committee may appoint up to five (5) members to join such Committee upon approval by a majority vote of the Board. A Committee Member may be terminated anytime by such Executive Director by whom the Committee Member is appointed.

7. Term. An Officer may stay in office as long as a newly elected directorship reaffirms the position through a majority vote, provided however, the Officer’s term may be terminated upon the Officer’s death, resignation, or removal.

8. Resignation. Any Officer may resign at any time by giving written notice to the Chairman.

9. Removal. Any Officer or Committee Member may be removed by a vote of a majority of the Board of Directors then in office, with cause, at any meeting of the Board at which there is a quorum.

10. Vacancy. A vacancy for any Officer arising from any cause may be filled in the same manner its predecessor is appointed or approved as set forth herein.

Article IV. Endorsement, Interpretation and Amendment

1. Endorsement. The Bylaw herein shall become effective upon approval by the majority vote of the entire Board of Directors and a vote of two-thirds (2/3) of voting members.

2. Interpretation. The Bylaw herein shall be interpreted by Chief Legal Counsel. In the event a member is adversely affected by a Rule set forth by an Executive Committee, the member shall solicit a written motion to challenge the rule from a minimal of five percent (5%) of all members in the membership in question of the Rule and bring the Motion to Challenge to Chief Legal Counsel who shall have power to strike down the Rule if Chief Legal Counsel deems the Rule to be incompliant with the Bylaw.

3. Amendment. Voting by members is necessary to amend the Bylaw. Any proposed amendment to the bylaw shall be sent to the Board of Directors in writing by a minimal of five percent (5%) of all members and delivered by the Board to the entire membership at least one month in advance when a voting action is to be taken. Such amendment becomes effective upon approval by the majority vote of the entire Board of Directors and a vote of two-thirds (2/3) of voting members, so long as the number of such voting members constitutes one third (1/3) of the entire membership.