Bylaws

ELA Bylaws


Article l


Name
This Association, organized under the laws of the State of Maryland as a nonprofit corporation, without capital stock, shall be known as EQUIPMENT LEASING ASSOCIATION OF AMERICA, INC.

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Article II


Purposes
The Association exists to promote and represent the general interests of the equipment leasing and finance industry, provide programs of benefit to the industry and its members, provide information and communications to the membership and the public, lead in the resolution of general industry problems, and promote high standards of business practices within the industry.

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Article III


Regular Membership

  1. Regular membership in this Association shall be open to any company, or division or subsidiary thereof, located in the United States, engaged to a substantial extent in the leasing of equipment to other commercial users or in the funding or arranging of such leases. A member entity, as defined from time to time by the Board of Directors, shall be treated as a regular member except for purposes of dues.
  2. Regular membership in this Association shall be in the form of company membership, rather than individual representation, except that a sole proprietorship shall be eligible for regular membership. In all matters requiring a vote of the membership, each regular member shall be entitled to only one vote.
  3. Application for regular membership in the Association shall be made in writing in such manner and upon such forms as the Board of Directors may from time to time prescribe. Approval of an application for regular membership shall be made in accordance with rules and procedures approved by the Board of Directors.

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Associate Membership
An individual or company located in the United States which is not eligible for regular membership, but which has an interest in, or a relationship to, the equipment leasing industry, may be eligible for associate membership. An associate member shall not be entitled to vote or have representatives serve as officers of the Association. The specific requirements for, and the financial obligations of, associate membership shall be specified from time to time by the Board of Directors.

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International Membership
Any company or individual not located in the United States but which otherwise satisfies the requirements for regular or associate membership of this Article III may be eligible for international membership. The rights and obligations of international membership shall be the same as those specified for associate membership.

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Transitional Membership
An individual may be eligible for transitional membership if he or she has previously been an employee of a regular member of the Association. An individual shall not be eligible for transitional membership if he or she presently is an employee of a regular member of the Association or a company eligible for such membership. Application for transitional membership must be submitted by the individual within two months after concluding active employment with a regular member. The transitional membership of an individual may continue for no longer than twelve months after an individual became such a member. A transitional member shall not be entitled to vote or be elected as an officer or director of the Association. Other specific requirements for, and the financial obligations of, transitional members shall be specified from time to time by the Board of Directors.

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Article IV


Officers

  1. The national officers of the Association shall be a Chairman, a Chairman-Elect, a President, three Vice Chairmen, a Secretary, a Treasurer and the Immediate Past Chairman. A person shall be eligible for election as Chairman-Elect, Vice Chairman or Treasurer if he or she is the chief executive officer of a regular member or of a distinct business unit of a regular member and has previously served as a director of the Association.
  2. The Chairman-Elect shall be elected annually at the Annual Meeting of the Association for the Election of Directors in accordance with the provisions set forth in Section E of Article VI. No less than forty-five days prior to the Annual Meeting of the Association for the Election of Directors, a nomination for Chairman-Elect submitted by the Nominating Committee of the Association together with a proxy authorization form shall be sent by electronic mail to each regular member of the Association. A regular member may vote either for such nominee or for any other person by voting in person at the Annual Meeting for the Election of Directors or authorizing the Secretary to act as proxy by electronic mail no less than five days prior to such Annual Meeting of the Association. The person receiving the highest number of votes shall be declared duly elected and shall take office as Chairman-Elect after the results of the election have been formally announced at the regular annual meeting.
  3. At the completion of the Chairman's term of office, the Chairman shall automatically become the Immediate Past Chairman, and the Chairman-Elect shall automatically become the Chairman.
  4. The Vice Chairmen, Secretary and Treasurer shall be elected by the Board of Directors annually, at a meeting of the Board held in connection with the regular annual meeting of the Association, and shall take office at the conclusion of the regular annual meeting.
  5. Except for the President, the national officers of the Association shall be elected for a term of one year and until their successors have been duly qualified. No person shall serve more than one full one-year term consecutively as Chairman, or as Chairman-Elect, or as Immediate Past Chairman. No person shall serve more than three full one-year terms consecutively as a Vice Chairman. No person shall serve more than five full one-year terms consecutively as the Treasurer of the Association. The Secretary may be elected to successive terms of office.
  6. The Board of Directors may engage the services of a person to act as President of the Association under such terms and conditions as may be agreed upon by the Association and the President. The President shall be a full-time employee and the chief operating officer of the Association and an ex officio non-voting member of the Board of Directors and the Executive Committee.
  7. Except as provided under Section F of this Article IV with respect to the President, no officer shall receive compensation for his or her service to the Association as such officer unless the Board of Directors specifically provides for such compensation. The Chairman or Chairman-Elect may be removed from such office by a majority of the regular members of the Association present at an annual meeting of the Association whenever in their judgment the best interests of the Association would be served thereby. Any other officer may be removed by a two-thirds vote of the Board of Directors whenever in its judgment the best interests of the Association would be served thereby. In addition, except for the President and Secretary, a person's status as a national officer of the Association shall terminate if he or she ceases to be an officer, director or employee of a regular member of the Association for a period of more than sixty days.
  8. Any vacancy occurring for any reason in any office, other than the office of President, may be filled by the Board of Directors for the unexpired portion of the term. A vacancy in the office of President may be filled in accordance with the provisions of Section F of this Article IV.

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Article V


Duties of Officers

  1. The Chairman shall be chief executive officer of the Association and Chairman of the Board of Directors. The Chairman shall preside at the regular annual meetings of the Association, at such special meetings as may be called from time to time, and at all meetings of the Board of Directors. The Chairman shall call special meetings of the Board of Directors and of the Association whenever the Chairman shall deem it necessary, shall assign such functions and responsibilities to the other officers of the Association as he or she may deem necessary or appropriate, and shall perform and discharge such other duties and shall have such other powers as the Board of Directors, from time to time, prescribes.
  2. The President shall be chief operating officer of the Association and shall administer the business and affairs, and supervise the operation of the Association under the general policy guidance of the Board of Directors. Except for the Executive Committee of the Board and the Nominating Committee, the President shall appoint such committees as he or she may deem necessary or desirable for the efficient operation and functioning of the Association.
  3. The Immediate Past Chairman and the Vice Chairmen shall perform such functions as may be assigned them by the Chairman or the Board of Directors.
  4. The Secretary shall keep the record and minutes of all proceedings of the Association and shall perform all duties usually incidental to the office, as may be required from time to time by the Chairman or by the Board of Directors.
  5. The Treasurer shall be responsible for collecting funds of the Association; shall have charge of and be responsible for funds of the Association; and shall deposit such funds in such banks or other depositories as the Board of Directors may select. The Treasurer shall keep regular accounts, which at all times shall be open to the inspection of any officer or director of the Association. As regards to the above responsibilities, the Treasurer or the Board of Directors may delegate all or part of these responsibilities to an employee of the Association. At each regular annual meeting of the Association the Treasurer shall submit to the membership a complete statement of his or her account as Treasurer, showing receipts and expenditures for the preceding year. If required by the Board of Directors, the Treasurer and one or more employees of the Association shall give a bond for the faithful performance of his or her duties in such sum with such surety as the Board of Directors shall determine. All checks, drafts or other orders for the payment of money, or other evidence of indebtedness, shall be signed by such officer or officers, agent or agents of the Association, and in such manner, as shall from time to time be determined by resolution of the Board of Directors.

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Article VI


Board of Directors

  1. The business and affairs of the Association shall be conducted under the general policies adopted by the Board of Directors, with full authority vested in the Board of Directors to act on behalf of the Association between meetings of the Association.
  2. The Board of Directors shall consist of not less than fourteen nor more than nineteen regular members who shall be elected in person or by electronic proxy authorization at the Annual Meeting of the Association for the Election of Directors in accordance with the procedures specified in Section E of this Article VI. Each regular director shall be elected for a term of three years, except when a shorter term is specified by the membership of the Association. A person shall be eligible for election as a regular director if he or she is the chief executive officer of a regular member or of a distinct business unit of a regular member of the Association; provided, however, that a person shall not be eligible for such election if another person from his or her company, including a distinct business unit of the company, will be serving as a voting member of the Board of Directors at the same time. The Chairman and the Chairman-Elect of the Association shall be voting ex officio members of the Board.
  3. Except as otherwise provided in these Bylaws, the Board of Directors shall also consist of not more than five regional directors who were elected prior to January 1, 2000 for terms of three years. Effective beginning on January 1, 2000, no person shall be elected as a regional director. A person who was elected as a regional director prior to January 1, 2000 shall be entitled to complete the term of office for which he or she was elected. After the completion of the terms of office of all persons who were elected as regional directors prior to January 1, 2000, the Board of Directors shall no longer consist of any regional directors.
  4. The Board of Directors shall also consist of three associate directors who shall be elected in person or by electronic proxy authorization at the Annual Meeting of the Association for the Election of Directors from the associate membership of the Association in accordance with the procedures specified in section E of this Article VI. Each associate director shall be elected for a term of three years, except when a shorter term is specified by the membership of the Association.
  5. No less than forty-five days prior to the Annual Meeting of the Association for the Election of Directors, a slate of nominees prepared by the Nominating Committee of the Association for the positions of regular and associate directors eligible to be elected that year, together with a proxy authorization form, shall be sent by electronic mail to each regular member of the Association. A regular member may vote either for such nominees or for any other persons who meet the requirements of Article VI, Sections B or D, as the case may be, by voting in person at the Annual Meeting for the Election of Directors or authorizing the Secretary to act as proxy by electronic mail no less than five days prior to the Meeting. The persons receiving the highest number of votes for regular directors and the persons receiving the highest number of votes for associate directors shall be declared duly elected and shall take office after the results of the election have been formally announced at the regular annual meeting. In the case of a person elected as a regular or associate director and who dies, is disabled or resigns prior to the time that he or she would have commenced his or her term of office, the vacancy created shall be filled by an election conducted at the regular annual meeting of the Association in accordance with procedures established by the Board of Directors.
  6. No regular or associate director shall serve more than one full three-year term consecutively as a member of the Board.
  7. Any director, including the Chairman and Chairman-Elect, may be removed from such office by the vote of a majority of the regular members of the Association present at an annual meeting of the Association whenever in their judgment the best interests of the Association would be served thereby. The Board may, upon a two-thirds vote of members present at a meeting, recommend to the membership the removal of a director, including the Chairman and Chairman-Elect, from such office, and the Board may adopt criteria and procedures for use by the Board in making such a recommendation to the members. A person's status as a regular, or regional director, or as an associate director shall terminate if he or she ceases to be an officer, director or employee of a regular or associate member of the Association, as the case may be, for a period of more than sixty days.
  8. A regular meeting of the Board of Directors shall be held in connection with the regular annual meeting of the membership of the Association. In addition, a regular spring meeting of the Board of Directors shall be held within the first six months of the calendar year.
  9. Special meetings of the Board of Directors may be called by the Chairman, at his or her own discretion, and shall be called at the request of any three directors. Notice of such special meetings may be made orally or by mail, telephone, or fax and shall be given, unless waived by all directors, at least seven days prior to the meeting.
  10. A majority of the voting members of the Board of Directors (including the Chairman and Chairman-Elect) shall be necessary to and shall constitute a quorum at each regular or special meeting of the Board of Directors, and action of the Board shall be by majority vote of such members present. Whenever a vacancy shall occur in the Board of Directors, the Board may, by majority vote, elect a person to fill the unexpired portion of the term; provided, however, that the Board shall not elect a person to fill the unexpired portion of the term of a regional director.
  11. The Board of Directors, by resolution, may designate an Executive Committee to be composed of the Chairman and seven or more other directors, which Committee, to the extent provided in said resolution, shall have and may exercise, in the intervals between meetings of the Board, the authority of the Board of Directors in the management of the business and affairs of the Association, except the power to fill vacancies in the Board and offices, the power to amend the Bylaws, and the power to fix the amount of dues, fees and other assessments. The Executive Committee shall be required to report in full at the next meeting of the Board of Directors all actions taken by the Committee.

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Article VII


Censure, Suspension, Expulsion & Resignation

  1. Members who are three months in arrears for dues or other financial obligation due the Association may be suspended or expelled from the Association by the Board of Directors.
  2. In addition to the foregoing, a member may be censured, suspended or expelled from the Association for violating the Code of Fair Business Practices of the Association (the "Code") in accordance with the Enforcement Provisions set forth in the Code. The Enforcement Provisions may be amended by a two-thirds vote of the Board of Directors.
  3. Any member of the Association may cease to be a member by submitting a resignation in writing to the President.

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Article VIII


Meetings of the Association

  1. The Annual Meeting of the Association for the Election of Directors shall be held in August or September in each year. The regular annual meeting of the Association shall be held in September, October or November in each year. The date, time and place of each meeting will be designated by the Board of Directors; provided, however, that the Board of Directors may at any time change the date and location of each meeting.
  2. Special meetings of the Association may be called by the Chairman or by the Board of Directors. Each such call shall be in writing and shall state the time and place and purpose of such special meeting.
  3. Notices of the meetings of the Association shall be sent by electronic or regular mail to each member at the address furnished by the member for such member, at least two weeks, but no more than 90 days, prior to the date set for such meeting; provided, however, that, with respect to special meetings, the Board of Directors may provide for such shorter notice period as in its judgment is adequate in the circumstances.
  4. A quorum at any meeting of the Association, regular or special, shall consist of twenty percent of the regular members in good standing. Except as otherwise provided in these Bylaws, action of the membership shall be by majority vote of the members present.

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Article IX


Amendments
These Bylaws may be amended by a two-thirds vote of the Board of Directors. The amendment shall thereafter be made public to the general membership.

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Article X


Dues
The Board of Directors shall fix the amount of initiation fees, dues and other assessments that may be required from each member for the defraying of the proper expenses of the Association in connection with the administration and conduct of its business and affairs and shall prescribe the manner of payment thereof by each member.

Revised October 11, 2003

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