BYLAWS OF THE CREDIT MANAGERS ASSOCIATION OF CALIFORNIA

ARTICLE IV
Officers
 
            Section 1. There shall be four (4) Elected Officers of this Corporation consisting of a Chairman of the Board (hereinafter referred to as the Chairman), Chairman-Elect, Treasurer and Councilor, who shall be the most recent Past Chairman available to serve.
 
            Section 2. (a) The term of office of all Elected Officers shall be one year, said term of office to coincide with the Corporation’s fiscal year.
 
            (b) The Elected Officers shall be members of the Board as set forth in Article III above.
 
            Section 3. No Elected Officer or Director shall receive compensation for services rendered in such capacity.
 
            Section 4. The Appointed Officers of the Corporation shall consist of a President, a Vice-President, a Chief Financial Officer (who may be a, or the, Vice-President) and a Secretary, and such other officers as may be appointed by the Board, and such Appointed Officers shall hold their office until terminated by the Board.
 
            Section 5. The Chairman shall be the Chief Elected Officer of the Corporation. The Chairman shall preside at all meetings of the Board, shall be an ex-officio member of all committees and the Boards of Governors and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.  The Chairman, or designee, shall preside over all meetings to which all members have been invited.
 
            Section 6. The Chairman-Elect shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman and shall perform such other duties as the Board shall prescribe.  The Chairman-Elect shall also chair the strategic planning committee whenever the Chairman shall have appointed such an ad hoc committee.
 
            Section 7. The Treasurer shall examine and report on the financial procedures and operations of the Corporation and perform such duties as shall be prescribed by the Board.  The Treasurer shall chair the Finance and Audit Committee and the Service Committee and shall be vice chairman of any Strategic Planning Committee.
 
            Section 8. The Councilor shall act as Chairman of the Executive Committee as well as an advisor to the Chairman of the Board and to the Board itself.
           
            Section 9.  President
 
(a)  The President shall be the Chief Executive Officer and shall be charged with the general management of the affairs of the Corporation, subject to the provisions of Article III.  The President shall be the custodian of the funds of the Corporation and shall pay them out only on the check of the Corporation, signed by not less than two Appointed Officers of the Corporation, or otherwise in the manner authorized by the Board, and shall have such powers and duties as shall be prescribed by the Board or these Bylaws.
 
(b) The relationship between the Corporation and the President shall be evidenced by a written contract of employment whose terms shall be negotiated and approved by the Advisory Committee and the Executive Committee acting jointly.
 
(c) In the event the President shall retire, resign, be involuntarily terminated or become unable to perform the duties and responsibilities of that office, the Board  shall, to the extent deemed feasible and advisable, follow the procedures set forth under SUCCESSION POLICY in the attached Exhibit 1 to these Bylaws:
 
(d)   The President and/or the Secretary shall keep a book of minutes at the principal office of this Corporation of all meetings of Directors and members.
 
(e)   The President shall oversee the conduct of the financial functions of the organization and shall comply with the following requirements:
 
1.      Budgeting, ensuring that for any fiscal year or portion thereof, performance shall not deviate materially from the Strategic Plan, risk fiscal jeopardy nor fail to show a generally acceptable level of foresight.
 
2.      Actual financial conditions at any time shall not incur fiscal jeopardy or compromise Strategic Objectives.
 
3.      Information and advice to the Board will have no significant gaps in either timeliness, completeness or accuracy.
 
4.      Assets may not be unprotected, inadequately maintained or placed unnecessarily at risk.
 
In complying with these requirements, the President shall delegate technical or specialized duties and responsibilities to a qualified staff officer to be appointed by the President, subject to approval by the Board, to be designated the Chief Financial Officer.
 
           
        Section 10.  Chief Financial Officer [CFO]. 
 
(a)   The CFO shall maintain and perform the financial and membership (billing) records and functions of the organization, and shall prepare budgets and financial statements / reports in form directed by the President and/or requested by the Board.
 
(b)   The CFO shall report regularly to the President and directly to the Board concerning all material budgetary and financial performance data, including but not limited to material deviations from budget as defined by the Board.
 
      Section11. The Board of Directors may authorize additional staff Officers as recommended by the President.