{with Amendments Consolidated)



Section l. The name of this Association, which was established in 1929, isThe Philadelphia Securities Association.



Section 1. The purpose of the Association, a not-for­ profit organization, is continuing education and information of its members. This purpose shall be served primarily through the medium of luncheon meetings, arranged by the Associations Program Committee and hosted by business corporations whose executives will discuss such historical information, current operating results, future plans and prospects as they deem essential for a proper evaluation of their securities from an investment and market standpoint. In all its activities, the Association shall endeavor to promote the highest principles and standards in the conduct of the investment securities business.



Section 1. Membership in the Association shall be limited to individuals who are engaged in securities investment management and research or the purchase and sale of securities for other than their personal account or an accredited investor as defined in the Securities Act of 1933. Net worth of $1,000,000 exclusive of primary residence and adjusted gross income of $200,000.

Section 2. Membership shall consist three classes, Resident, Non-Resident, and Honorary.

(a) Resident Membership shall be limited to individuals whose places of business or residences are located in the City of Philadelphia or within fifty miles of its geographical center. Voting power shall be vested solely in the Resident Membership.

(b) Non-Resident Members, who must also meet the qualifications of Section 1of this Article, shall enjoy all of the privileges of membership except the right to vote.

(c) Honorary membership may be conferred from time-to­ time on individuals for extraordinary distinguished service but only with the approving vote of the entire Board of Governors. Such members shall be entitled to all the privileges of membership, with the exception of the right to vote, and shall be excused from paying dues.

Section 3. Resident Membership shall be restricted to 400 members.

Section 4. Should a member cease to meet the requirements of Section 1of this Article III, except by reason of retirement or disability, such membership will be automatically terminated.

Section 5. Any member who enlists or is called into service in the armed forces of the United States in time of war or similar emergency may, upon application to the Board of Governors, be excused from paying Association dues during the period of such service.

Section 6. Any members may be expelled from membership for conduct detrimental to the interests of the Association by a majority vote of the whole Board after having been given ten days’ notice and the opportunity for a hearing before the Board.



Section 1. The annual meeting of the Membership shall be held on October 29th or near such date and at such place as shall be decided by the Board of Governors, with due consideration for the convenience of the members of the Association. Officers and Governors will be elected with their terms to commence immediately following the election.

Section 2. The order of business shall be substantially as follows:

Reading of minutes of last meeting Secretary’s report

President’s report Treasurer’s report

Report of special committees Old business

Election of officers and governors New business

Section 3. Special meetings of the membership may be called by the President, or by five members of the Board of Governors, or at the request of fifteen or more Resident Members. Not less than fifteen days’ notice of such meetings shall be given and the Notice shall state the only matters that may be considered.



Section 1.The administrative authority in the Association shall be vested in a Board of Governors (the Board) consisting of the President, Vice President, Secretary, Treasurer and nine additional members, all of whom shall be Resident Members and be elected by a majority vote of the Resident Members present at an Annual Meeting.

Section 2. The four administrative officers shall be elected for a term of one year and shall serve until their successors are duly elected and qualified. Members of the Board, other than the administrative officers, shall be elected to serve for two years, four being elected each year. The President, upon the completion of his or her term of office, shall continue as a member of the Board for one year. In the event of the re-election of a President, an additional member of the Board shall be elected for one year.

Section 3. An Assistant Secretary or an Assistant Treasurer may be appointed by the President and approved by the Board to assist the Secretary or Treasurer, i dee’.11ed necessary or desirable. Attendance at Board meetings is at the discretion of the President.



Section 1. At least two months before the Annual Meeting, the President shall appoint a Nominating Committee consisting of the five most recent past Presidents.

Section 2. The Nominating Committee shall nominate a slate of officers and Governors for consideration and vote at the Annual Meeting. The slate thus nominated shall be given to the Secretary of the Association at least six weeks before the Annual Meeting. The names of the nominees and the Nominating Committee shall be included in the Notice of the Annual Meeting which shall be mailed to members not less than one month before the Meeting.

Section 3. Any fifteen Resident Members of the Association may by petition nominate a candidate or candidates for office. Such petitions must be submitted to the Secretary at least two weeks before the Annual Meeting and the nominations must be communicated to the membership as soon thereafter as is reasonably possible.



Section 1.The Board shall meet within thirty days after the Annual Meeting for reorganization and the appointment of committees. It shall meet at least three other times during the year for the proper conduct of the business of the Association. Meetings shall be held at such times and places as may be determined by the President with the consent of the Board. Seven members shall constitute a quorum for the transaction of business. A Governor who fails to attend three successive meetings, unless excused by the Board, shall thereby forfeit his or her office.

Section 2. Special meetings of the Board may be called by the President or at the request of five or more members of the Board. Not less than fifteen days notice of such meetings shall be given and the Notice shall state the only matters that may be considered.

Section 3. In the event of death, resignation, or inability to act of any officer of the Association, the Board shall elect a successor who shall hold office until the next Annual Meeting.

Section 4. Should vacancy on the Board occur, the Board may elect a Governor to serve until the next Annual Meeting when a successor shall be elected for the unexpired term, if any.

Section 5. The Board shall have the power to adopt all necessary rules for the conduct of the business of the Association and, by a majority vote of the Board, shall control the election of new members and exercise disciplinary power over existing members.



Section 1.The President shall preside at all meeting and exercise general supervision over the affairs of the Association. He shall with the advice and consent of the Board, appoint all committees not otherwise provided for and shall be ex-officio a member of such committees. The President and the Secretary or Treasurer shall sign all contracts and obligations authorized by the Board.

Section 2.The Vice President shall fulfill the duties of the President in his or her absence.

Section 3. The Treasurer shall receive all monies, make all disbursements authorized by the Board, keep proper accounts of all receipts and disbursements and shall submit interim financial statements at meeting of the Board and an Annual Report to the membership at the Annual Meeting.

The Treasurer’s accounts and Annual Report shall be audited by an Audit Committee of three Resident Members appointed by the Board but excluding any of its members.

Section 4. The Secretary shall maintain the records of the Association including Membership records and minutes of all official meetings. The Secretary shall also be responsible for all of the Association’s official correspondence (except that of the Program Committee), give timely notice of all meetings of the Association other than educational meeting and all meetings of the Board, and shall notify all new Members of their election to membership. The secretary will provide the Board of Governors quarterly a written membership up-to-date that includes, at least, the number of paid- up members and the names of all unpaid members who have unpaid dues balances



Section 1.There shall be an Executive Committee of the Board consisting of the four elected Administrative Officers and the Immediate past president three additional Governors chosen by the Board at its reorganization meeting. The Executive Committee shall be authorized to act for the Board on matters requiring action between Board meetings. The executive committee is responsible for all membership disciplinary matters



Section 1.There shall be an Advisory Council consisting of the past Presidents of the Association who are current Resident Members. The Council shall meet annually with the Board to discuss the present state of the Association and offer suggestions for improvements in services to the membership.



Section 1. Except as otherwise provided, the following standing committees shall be appointed by the President with the advice and consent of the Board.

(1) Membership

(2) Program

(3) Annual Outing

(4) Audit (see Article VIII, Section 3)

(5) Public Relations (optional )

Section 2. The number of members serving on each Standing Committee shall be determined by the President in consultation with each Committee Chairman.



Section 1.Applications for membership shall be made on the Association’s form giving the name, address, and business affiliation of the applicant, length of time in the investment business, and the names of the proposer and seconder. The applicant shall be requested to appear before the Membership Committee at a time designated by the Chairman. Such an interview may be waived if the applicant is already well know and favorably regarded by a majority of the members of the Committee, and if no unfavorable comments from other members of the Committee are received by the Membership Chairman.

Section 2. The Committee will report its decision on the application to the Board, whose majority approving vote is a requisite to election from the Secretary and payment of Annual Dues in full.



Section 1.The expenses of the Association in carrying on its activities shall be provided by the Annual Dues of the members provided , however, that neither the Board nor any Committee shall have any authority to incur or contract on behalf of the Association any liability whatever in excess of monies actually collected .

Section 2.The Annual Dues for all classes of membership shall be fixed from time to time by the Board.

Section 3. New members shall, within two weeks of the date of notice of their election, pay their Dues for the current calendar year.

Section 4. No member whose Dues have not been paid may attend any meeting of the Association.

Section 5. The non-payment of Dues for forty-five days shall result in automatic suspension of membership. A member so suspended may be reinstated at the discretion of the Board, upon application for such reinstatement and payment of all arrearages.

Section 6. Past Presidents who have retired from the Securities Investment business, shall be excused from paying dues but shall retain all the privileges of membership.



Section 1. Host companies assume a significant financial obligation when they accept the Association’s invitation to make presentations at luncheon meetings. Fairness requires that our members give due consideration to the host company’s stockholder and investor relations objectives when they invite guests to the luncheon meetings. Members are requested and expected not to invite the same guest to more than two meetings in any calendar year. Frequent guests who meet the requirements of Article III Section 1, should apply for membership in the Association.

Section 2. Common courtesy to the host companies requires that all members and guests in attendance remain until adjournment of the meetings, which will be prompt.



Section 1.”The Joseph C. Ferguson Award,” named after the Association’s Founder and First President, may be awarded at the Annual Dinner. The recipient shall be chosen by the Nominating Committee based on outstanding service to the Association and/or the Investment Community in general.



Section 1. The Constitution and By-Laws may be

amended at any meeting by a vote of not less than two-thirds of the Resident Membership present, provided that notice of the proposed amendment has been served on the Secretary by the Board or by at least five members not less than thirty days before the meeting, and that a copy of the amendment has been sent to the members by the Secretary at least ten days prior to the meeting.



In the event that the Association shall ever be dissolved, sold, merged, or the like, all funds and assets must be distributed in such manner that none of these funds or assets shall inure to any private person or organization organized primarily for profit, but must distributed solely to another institution of purely public charity.


Modified January 2015