BY-LAWS
OF THE
CHRIS WALKER EDUCATION COMMITTEE
ARTICLE I
PURPOSE OF THE CHRIS WALKER EDUCATION COMMITTEE
1. To create, administrate, raise funds for, make awards and otherwise manage The Chris Walker Education Fund (“Fund”) to honor and remember former Board Member Chris Walker through the promotion of education in the equipment leasing and finance industry.
2. The Committee may solicit contributions each year prior to the National Association and Equipment Finance Association (“NEFA”) Annual Conference.
3. The Committee shall make all funding decisions prior to the NEFA Annual Conference, which funding decisions shall be announced at the NEFA Annual Conference.
4. The Committee may solicit the advice of one or more advisors to the Committee.
ARTICLE II
COMMITTEE MEMBERS
1. Number and Term of Office--The Committee shall consist of not less than three (3) nor more than five (5) members. The precise number of members shall be set by the NEFA Board of Directors at each annual meeting and the Committee Members shall hold office until the next annual meeting and until their successors shall have been elected and qualified.
2. Vacancies in the Members -- Any vacancy, including a vacancy caused by an increase in the number of members, may be filled by the majority vote of the NEFA Board of Directors.
3. Removal of Members --Any member may be removed for cause, or without cause, by a majority vote of the NEFA Board of Directors.
ARTICLE III
OFFICERS
1. Election--At its regular meeting following the annual meeting, the NEFA Board of Directors shall elect a chairperson, a treasurer and a secretary of the Committee. One person may hold two or more offices.
2. Duties and Authority of Chairperson --The chairperson shall have general charge and supervision over, and responsibility for, affairs of the Committee. Unless otherwise directed by the NEFA Board of Directors, all other members shall be subject to the authority and supervision of the chairperson. The chairperson shall have the general powers and duties usually vested in the office of the chairperson of a committee.
3. Duties and Authority of Treasurer--The treasurer will work with the NEFA Staff who shall have the custody of the funds and securities of the Fund and who shall keep or cause to be kept regular books of account for the Fund. The treasurer shall receive reports of the Fund balances and records and report on same to the Committee. The treasurer shall report to the NEFA Staff all actions of the Committee affecting or requiring accounting, deposits or distributions regarding the Fund. The Treasurer shall further maintain records showing the monies or property contributed by all sources. Periodic accountings not less often than annually shall be sent to the NEFA Board of Directors, showing additions to and disbursements from the funds held on account. The treasurer shall perform such other duties and possess such other powers as are incident to his office or as shall be assigned to him by the chairperson or the NEFA Board of Directors.
4. Duties and Authority of Secretary--The secretary shall cause notices of all meetings to be served as prescribed herein and shall keep or cause to be kept the minutes of all meetings of the Committee. The secretary shall perform such other duties and possess such other powers as are incident to that office or as are assigned by the chairperson or the NEFA Board of Directors.
ARTICLE IV
COMMITTEE MEETINGS
1. Annual Meeting--The annual meeting of the Committee shall be held upon not less than ten nor more than sixty days written notice of the time, place and purposes of the meeting at such time and place as shall be fixed by the Committee, in order to transact any business as shall come before the meeting.
2. Special Meetings--A special meeting of the Committee may be called for any purpose by a simple majority of the Committee Members. A special meeting shall be held upon not less than three nor more than sixty days written notice of the time, place and purposes of the meeting.
3. Action Without a Meeting--The Committee may act without a meeting by written consent of a simple majority of the Committee Members. The written consent or consents shall be filed in the books of the Committee.
4. Quorum--The presence at a meeting in person or by proxy a simple majority of the Committee Members shall constitute a quorum.
5. Presence at Meetings--Where appropriate communication facilities are reasonably available, any or all members shall have the right to participate in all or any part of a meeting of the Committee by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other.
ARTICLE V
WAIVERS OF NOTICE
1. Any notice required herein may be waived in writing by any person entitled to notice. The waiver, or waivers, may be executed either before or after the event with respect to which notice is waived. Each member attending a meeting without protesting, prior to its conclusion, the lack of proper notice shall be deemed conclusively to have waived notice of the meeting.
ARTICLE VI
AMENDMENTS TO AND EFFECT OF BY-LAWS,
FISCAL YEAR AND UNDISTRIBUTED FUNDS
1. Force and Effect --These by-laws may be amended from time to time by the NEFA Board of Directors.
2. Fiscal Year--The fiscal year of the Committee shall begin on the first day of January of each year.
3. Funds available for disbursement in any one year may be accumulated for disbursement in a subsequent year.