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Article I

The Association

The American Financial Services Association (hereinafter Association) is created for the purpose of protecting and improving the consumer credit business, improving its public image, and creating a legislative climate in which reasonable credit regulation can and will be enacted. The Association shall at all times operate in the public interest, and shall encourage and maintain ethical business practices, shall encourage and assist consumer education in money and credit management at all age levels, and shall provide such other assistance in related fields as seems fitting and proper. The Association headquarters office shall be in Washington, D.C.


Article II

Members of the Association

  1. Classes of Members. There shall be nine classes of members of the Association: active, associate, affiliate, commercial finance companies, foreign, honorary, corporate affiliate, single state independent and industrial loan company.
    1. Active Members. Active membership shall be available to qualified business entities actively engaged in providing financial services to consumers or small business or both in any state, possession, territory, or protectorate of the United States of America. Any active member engaged in such financial services business who directly or indirectly owns, controls, manages, or operates more than one business office or business entity shall include all such offices of business entities in one membership. Subject to approval by the Board of Directors, foreign companies shall have the option of choosing either active or foreign membership for their non-U.S. operations.
    2. Associate Members. Associate membership shall be available on an annual basis to any qualified business entity as may be approved by the Board of Directors.
    3. Affiliate Members. Affiliate membership shall be available to service organizations related to consumer finance, which support the goals of the Association, such as national, state, or local trade associations, (domestic or foreign) or local exchanges, whose members are engaged in the extension of consumer credit or community debt counseling centers.
    4. Commercial Finance Companies. Membership shall be available on an annual basis to qualified business entities actively engaged in commercial finance as may be approved by the Board of Directors. This category of membership is available to companies who would not otherwise qualify as an active member.
    5. Foreign Members. Foreign membership shall be available to individuals, partnerships, and corporations located and operating (principally in countries other than the United States) businesses similar to those operated by active members.
    6. Honorary Members. Honorary membership shall be available to individuals who are not eligible for active membership, but who have evidenced keen interest in the activities of the Association and the consumer credit industry.
    7. Corporate Affiliate. Consumer credit subsidiaries of holding companies with an active AFSA member paying full dues may join AFSA for a flat fee. (i.e. mortgage, auto finance, credit cards, etc.).
    8. Single State Independent. State Associations that are affiliate members of AFSA serving independent finance companies may offer this special membership category. Qualified members must be privately-held finance companies operating in a single state and must be in good standing with the State Association member offering the program.
    9. Industrial Bank. Industrial Bank membership shall be available on an annual basis to any qualified industrial bank or industrial loan company that has been licensed to do business for at least one year. Applicant's operations and practices must comply in good faith with all federal, state, and local laws and regulations. Industrial bank members may qualify for participation on AFSA Committees of Professional Interest and boards but do not automatically include participation on the AFSA Law Committee.
  2. Applications. Applications for membership shall be in writing in such form as may from time to time be prescribed by the Board of Directors. Members of each class of membership shall be elected by a majority of the Board of Directors of the Association. Membership shall be available to those applicants who subscribe to and support the purposes of the Association and who meet such other qualifications and procedural requirements as the Board of Directors may establish, and are subject to the payment of such dues as the Board of Directors may establish.
  3. Good Standing. A member shall be determined to be in good standing unless such member shall be under probation, an order of expulsion, or shall be delinquent more than thirty (30) days in the payment of dues.
  4. Eligibility of Office. Any employee of an active member in good standing, or affiliate, subsidiary, or parent corporation of such active member, will be eligible for election to any AFSA office or appointment to any AFSA committee, Board, or task force. One seat on the Board of Directors shall be reserved for a representative from an associate member. Other individuals may serve on committees or task forces with the approval of the Board of Directors if their skills are needed, but they may not serve on the Board.
  5. Termination of Membership
    1. Resignation. Any member in good standing may at any time resign by filing a written resignation with the Secretary.
    2. Dues Delinquency. Any member who is delinquent in the payment of dues for a period of three months, unless grace is extended by the Board of Directors, shall be notified in writing by the Secretary of such delinquency. If such member thereafter remains delinquent for a further period of thirty (30) days, membership shall be terminated.
    3. Expulsion. Any member of the Association may be expelled provided the procedures outlined in Article XII are followed.

Article III

Dues

  1. The Fixing of Dues. Gross income is defined to include all interest income, finance charge income, service fee income, and gains from securitization or loan sales arising from loans and leases, sales finance contracts, real estate loans and small business and agribusiness loans and leases determined in accordance with U.S. generally accepted accounting principles for the fiscal year of the member company ending in the previous calendar year. All commercial financing income, insurance income, and investment income are excluded from the definition of gross income. Gross income from operating leases is defined as all operating lease revenue after deducting depreciation expense. Members are to report all gross income from consumer lending/leasing/sales conducted by all member company branches and subsidiaries in any state, possession, territory, or protectorate of the United States.
  2. Payment of Dues. Except for as provided in paragraph 6, dues for active membership shall be due and payable on March 1 of each year.
  3. Gross Income Statement. Each active member shall file with the Secretary annually, on or before February 1, a statement of gross income as defined in Section 1 of this Article for each office upon which dues are required to be paid. The statement shall be signed by the proprietor or his representative if the member is a proprietorship or by one of the partners if the member is a partnership, or by an officer if the member is a corporation. Any member owning, operating, or controlling more than one office may certify an aggregate gross income for all such offices instead of for each office separately.
  4. Other dues. Except for as provided in paragraph 6, the annual dues of associate, affiliate, foreign, commercial and industrial bank members shall be due and payable annually by March 1 and shall not be less than minimum dues set for active members.
  5. Dues for Honorary Members. Annual dues for honorary members (if such dues are to be assessed) shall be set by the Board of Directors.
  6. Dues for New Members. New members, approved for membership during a fiscal year, will officially become members upon payment of dues. New members accepted by the Association after March 1st, will have their dues prorated for that year. Thereafter, dues for active membership shall be due and payable March 1st of each year.

Article IV

Membership Meetings

  1. Annual Meetings. An annual meeting of the Association shall be held at such time and place as determined by the Board of Directors.
  2. Special Meetings. Special meetings of the Association may be called at the request of one-third of the members of the Board of Directors, or at the request of members eligible to cast one-third of the total authorized votes.
  3. Notice. Written notice, stating the time and place of the annual meeting, and in the case of a special meeting, the purpose for which the meeting is called, shall be mailed by the Secretary to the principal officer of each member company at such address as appears on the records of the Association, at least thirty (30) days prior to such meeting. Those present at any special meeting, may, by two-thirds vote, act on matters germane to the purpose of the meeting though not specifically set forth in the notice calling the meeting.
  4. Quorum. A quorum of any meeting of the Association shall consist of a majority of the voting rights of all active members of the Association.

Article V

Voting

  1. Method of Voting. The Board of Directors may establish the procedure by which votes are cast but any active voting member in good standing may request, and upon majority approval of those present, may require a written ballot on any pending matter. In such event, each voter must place on his ballot his name, the name of his company, and whether the votes authorized to be cast are to be yea or nay.
  2. Disputes. In case of any dispute as to whether a member or membership is in good standing, or as to who is entitled to cast a vote or votes for one or more memberships, or as to how many votes any member is entitled to cast, the presiding officer shall verify the status with the Secretary's records and the decision of the presiding officer shall be final.
  1. Ballots. Any question which might properly come before any meeting of the Association or the Board of Directors may be balloted upon by mail or other electronic means by the members of such body, respectively, and the result of such ballot shall be conclusive as though taken at such meeting, provided that no mail ballot of the Association membership shall be taken except upon authorization of the Board of Directors.
    1. Membership. The Secretary shall mail to the principal office of each active member in good standing at its last known address a ballot containing the question to be voted upon and spaces for marking an affirmative or negative vote and a space for the signature of the individual casting the vote. No matter of the Association shall be declared approved by ballot unless a majority of the eligible votes have been received, and a majority of all those voting shall have voted in the affirmative, and the Secretary shall have received such affirmative votes within thirty (30) days from the mailing of such ballots.
    2. Board of Directors. Ballots of the Board of Directors may be similarly taken. No proposed action of the Board of Directors shall be declared approved by mail ballot unless a majority of all those having the right to vote shall have voted in the affirmative.
    3. Disputes. In case of any dispute as to the result of any ballot, the decision of the Board of Directors shall be final.

Article VI

Board of Directors

  1. Number of Directors. The number of Directors which shall constitute the Board of Directors shall be no more than fifty-six (56) individuals including the Association Chair, Chair-Elect and Vice-Chair of the Board, a representative of an associate member company, representatives of commercial finance companies, the Chair of the Advisory Groups of the Section on Independents Operations, Vehicle, Mortgage, Card and Industrial Bank Divisions, and the Chair of the State Government Affairs Committee.
  2. Election. Directors shall be elected by the Association at its annual meeting from among the representatives of its active and associate members.
  3. Term of Office. Directors shall be elected for a term of three years, with the terms of approximately one-third of the total membership of the Board expiring each year. Each Director shall hold office until his successor has been elected and qualified. At each annual meeting of the Association, the successors to the class of Directors whose term shall expire in that year shall be elected.
  4. Vacancies. Any vacancy on the Board of Directors may be filled for the unexpired term by a majority of the remaining members of the Board of Directors.
  5. Powers. The Board of Directors shall have authority to govern and control the property and affairs of the Association in the interim between meetings of the members. All Directors shall have equal powers
  6. Regular Meetings. The Board of Directors shall hold at least two meetings during each calendar year. The Board of Directors shall hold its annual meeting within seven (7) days of the annual meeting of the Association. Regular meetings of the Board of Directors shall be held on the dates and at the places designated by the Chair. The Board of Directors may hold additional meetings and fix the time and place thereof. Regular attendance at Board Meetings is required. If a member misses three (3) consecutive meetings, for any reason, membership on the Board shall be subject to review and possible termination. If a member is unable to attend a Board meeting, he/she may elect to send a senior level company representative in his/her place. The decision to send a replacement shall require prior approval from the Chair, and shall be kept to a minimal occurrence.
  7. Special Meetings. Special meetings of the Board of Directors may be held upon the call of the Chair at such times and places as may be specified in the notice. Such notice shall specify the purpose of the meeting and shall be mailed by the Secretary to each Director at his usual place of business as shown on the records of the Secretary. The notice shall be mailed at least fifteen (15) days before the date of the meeting. After receipt of a written request of any five (5) or more Directors, the Chair shall call within thirty (30) days a special meeting for the purpose designated.
  8. Quorum. One-third of the members of the Board of Directors shall constitute a quorum. However, a quorum may not be constituted through the use of proxies provided by non-present Directors.
  9. Budget and Dues Rate. Not later than the tenth (10th) month of the fiscal year, the Board of Directors shall adopt a budget for the succeeding fiscal year of the Association. The Board of Directors shall determine the rate of annual dues for all classes of membership for each fiscal year.
  10. Appeals. The Board of Directors shall hear any appeals by any member from any decisions made by any official body of the Association. The Board's decision will be final.
  11. Board Emeritus. Board emeritus status shall be available to former board members and former Chairs who have served as active members of the AFSA Board for a minimum of five (5) years; having been retired from the industry; and having been approved by a majority vote of the current Board of Directors. Retiring former board Chairs shall be eligible for "emeritus" status immediately, with no minimum service requirement. "Emeritus" directors shall:
    1. be relieved of all regular duties as an active board member;
    2. not vote (even if he/she is allowed to participate in discussions at the meeting);
    3. not be counted for a necessary quorum if in attendance; and
    4. receive all notices and invitations to attend future board meetings at their own expense.
  12. Proxy Voting and Alternative Means of Voting. Any Board member may vote by means of proxy that may be voted in that member's name by a designated Director. Additionally votes of the Board of Directors may be taken between meetings by use of mail or electronic means including, but not limited to, telephone conference calls, facsimiles, and electronic mail.

Article VII

Officers and Duties

  1. Officers. The elected officers of the Association shall be Chair, Chair-Elect and Vice Chair of the Board, President, Vice President(s), Secretary and Treasurer.
  2. Membership Officers. The Chair, Chair-Elect and Vice Chair of the Board shall be representatives of active members in good standing of the Association and shall be members of the Board of Directors. They shall be elected by a majority vote of the members of the Board of Directors at its Organizational Meeting. All officers shall hold office for a term of one year or until their respective successors have been elected.
  3. Staff Officers. The President shall be elected by the Board of Directors and shall be an employee of the Association and must continue as an employee of the Association to remain in office. The President may recommend and the Board of Directors may elect certain employees of the Association to fill the positions of Secretary, Treasurer, and such staff Vice President(s) as may be necessary to carry on the affairs of the Association. If elected, such employees must continue as employees of the Association to remain in office.
  4. Vacancies. Any vacancy in any office shall be filled for the unexpired term by a majority vote of all the members of the Board of Directors.
  5. Duties of the Chair. The Chair shall preside at meetings of the Association and of the Board of Directors and shall be a member of the Board of Directors, and ex officio of all committees of the Association but without the right to vote except as a member of the Board and Executive Committee; shall appoint the Chair of Committees of the Board; shall appoint the Chair and members of task forces, and shall perform such other duties as may be prescribed in the Bylaws.
  6. Duties of the Chair-Elect. The Chair-Elect shall perform the duties of the Chair in his absence and failure or inability to act, and shall perform such other duties as may be prescribed in the Bylaws, or as may be assigned by the Board of Directors.
  7. Duties of the Vice Chair. The Vice Chair shall perform the duties of the Chair in his absence and the absence of the Chair-Elect and failure or inability to act, and shall perform such other duties as may be prescribed in the Bylaws, or may be assigned by the Board of Directors.
  8. Duties of the President. The President shall be the chief executive and operating officer of the Association and will have complete supervision over the management of the affairs of the Association subject to the direction of the Board of Directors; will be in charge of the Association's headquarters office and will direct its activities; will have the power to transact business in the name of the Association, to employ and discharge, assign duties of and direct activities of all staff and outside consultants, and to fix all salaries of Association employees, including salaried officers, within the limitation of the Association's approved financial budget. The President will make reports of the activities of the Association to the Board of Directors as may be required and will be held accountable for the efficient and economical operation of the headquarters office. The President shall serve as Vice Chair of the Association's group insurance and retirement trusts. The President's compensation will be fixed by the Executive Committee.
  9. Duties of the Staff Vice President(s). The staff Vice President(s) shall assist the President in administering the affairs of the Association.
  10. Duties of the Secretary. The Secretary shall act as Secretary of the Association and the Board of Directors; keep a record of the membership of the Association; send out the notices of meetings of the Association and the Board of Directors; have custody of all records of the Association and perform such other duties as may be prescribed by the Bylaws or by the President.
  11. Duties of the Treasurer. The Vice Chairman of the Association shall concurrently serve as the Treasurer of the Association. The Vice Chairman/Treasurer shall account to the Association at least annually for all receipts and disbursements and perform such other duties as may be prescribed in the Bylaws.

Article VIII

Committees

  1. Nominating Committee. A Nominating Committee shall consist of not less than three (3) no more than five (5) members of the Board of Directors who are the most recent former Chairs of AFSA and the Chair of the Advisory Group for the Section on Independent Operations. The least recent Chair will serve as Chair. Any member of the Nominating Committee who ceases to be a member of the Board of Directors shall forfeit his place on the Committee. The Chair shall fill such vacancy with the Board member who is the most recent former Chair of AFSA not now serving on the Committee.
  2. Executive Committee. The Executive Committee shall consist of twelve (12) members of the Board; seven (7) from the top one-third dues paying Board members, three (3) from the middle third, and two (2) from the bottom third. The Chair, Chair-Elect, Vice Chair, and Chair of the Section on Independent Operations, shall be ex-officio members with the right to vote. Members shall be nominated by the Nominating Committee and elected by the Board of Directors for a term of three years and will be eligible for re-election for one additional term. Members initially elected to a partial term will be eligible for re-election to two (2) full three-year terms. The President/CEO of the Association shall serve on the Committee, but shall not have a vote. There shall be a Secretary who shall be the Secretary of the Association. The Chair shall be eligible to succeed himself/herself for up to one additional term. The Chair of the Board shall concurrently serve as Chair of the Executive Committee. The Executive Committee shall also serve as the Budget and Audit Committee. The Committee shall meet at least three times per annum, one of which shall be at the time and place of the annual membership meeting and another at the time and place of the Independents Conference. The remaining meeting shall be at a time and place designated by the Committee. Regular attendance at meetings is required. If a member misses three consecutive meetings, for any reason, membership on the Committee shall be terminated. If a member resigns, the Nominating Committee shall nominate another eligible Board member, who may or may not be from the same company, to complete the unexpired portion of such member's term. Subject to limitations imposed by the Board of Directors or by the Bylaws, the Executive Committee shall have authority to govern and control the property and affairs of the Association in the interim between meetings of the Board of Directors.
  3. Committees of Professional Interest. Committees of professional member interest shall be created by the Board of Directors.
    1. Membership on such Committees of Active Members as defined in Article II, Paragraph 1A, of these Bylaws shall be automatic provided:
      1. Membership is proposed by the principal officer of the member company;
      2. The individual proposed as a member is either a full-time employee of the member company or is its engaged outside counsel; and
      3. The individual regularly attends and participates in Committee activities.
    2. Membership on such Committees of all other classes of Members defined in Article II, Paragraph 1 must be approved by the President.
    3. The Chair and Vice Chair of each Committee of professional interest shall be elected by the established rules of each Committee. The Chair of the Association shall be an ex officio member of all Committees of Professional Interest. Membership on such committees shall also be available to Associate Members provided that membership is approved by the committee.

    1. Other. The Board of Directors may from time to time create such committees or task forces as it may deem desirable. Unless appointed by the Board of Directors, the Chair of each Committee shall be elected by the members of that Committee for a one year term and may be elected for an additional term as deemed appropriate.

Article IX

Nominating Procedures

  1. Nominations for Board. The Nominating Committee shall nominate at least as many candidates as there will be vacancies. The list of Board nominees shall be mailed to the membership thirty (30) days in advance of the annual election. In the event a nominee cannot serve, the Nominating Committee may name a replacement and the thirty (30) day notice to the membership shall be waived.
  2. Membership Nominations. Nothing herein contained shall be deemed to prevent nominations from the membership. All nominations, whether by the Nominating Committee, or from the membership, shall be made in accordance with the requirements of Article VI hereof. Membership nominations must be signed by five (5) active members and submitted to the Secretary at least ten (10) days in advance of the election.
  3. Posting. Board nominations shall be posted conspicuously in the convention hall on the day prior to the annual election of the Board.
  4. Report on Nominations for Membership Officers. At the first meeting of the Board of Directors after election at the annual meeting, the Nominating Committee shall recommend to the Board of Directors the candidates for membership officers (Chair, Chair-Elect and Vice Chair).
  5. Report of Nominations for President and Other Staff Officers. At the Organizational Meeting of the Board of Directors, the Executive Committee shall recommend to the Board the candidates for President and such other staff officers, including Vice President(s), Secretary, and Treasurer.

Article X

Finance

  1. Auditors. A certified public accountant shall be approved by the Executive Committee to conduct an annual audit of the books and the records of the Association.
  2. Fidelity Bond. All officers and employees having custody of or access to funds of the Association shall be bonded in amounts fixed and authorized by the Board of Directors.
  3. Fiscal Year. The fiscal year of the Association shall be the calendar year.
  4. Authority to Expend Funds. The Association shall operate under an annual budget approved by the Board of Directors as provided in Article VI 9 and under such rules and regulations as may be established by the Board of Directors.

Article XI

General

  1. Order of Business. At meetings of the Association, the order of business shall generally follow the order prescribed by the most recent edition of Robert's Rules of Order, Revised.
  2. Parliamentary Authority. The same parliamentary source shall govern the procedure at all meetings of the Association and Board of Directors unless they are inconsistent with the Bylaws or special rules of order that may be adopted.
  3. Indemnification. Each Director, officer, or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees reasonably incurred or imposed in connection with any proceeding to which such person may be made a party or become involved, by reason or being or having been a Director, officer or employee of the Association, or any settlement thereof, whether or not a Director, officer, or employee at the time such expenses are incurred, except in such cases wherein the Director, officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. However, in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director, officer or employee may be entitled.

Article XII

Complaint Procedure

  1. Procedure. The Board of Directors shall take action only after a written complaint has been filed with the Secretary of the Association and the following steps have been taken.
    1. Board of Directors. The Secretary will refer the complaint to the Board of Directors who will decide whether it should be dismissed or referred to a Special Task Force appointed by the Chair.
    2. Special Task Force. If a complaint is referred to a Special Task Force, the Task Force shall take whatever steps are necessary to investigate the complaint thoroughly, and then recommend specific action to the Board of Directors.
    3. Review. The Board of Directors shall review the recommendation of the Special Task Force and shall either dismiss the complaint or decide that action should be taken.
    4. Written Notice and Hearing. If action is to be taken, the Board of Directors shall cause written notice of the nature of the complaint and the contemplated action of the Board of Directors to be given to the member complained against and shall set a time and place for hearing, not sooner than two (2) weeks from the date of such notice.
    5. Decision. After such hearing, the Board of Directors shall make a decision which shall be entered on its records and notice thereof shall be given to the member complained against. A decision by the Board of Directors for expulsion requires a two-thirds (2/3) vote and that decision shall take effect at once.

Article XIII

Amendments

  1. Vote Required. These Bylaws may be amended, added to, or wholly annulled by the affirmative vote of two-thirds (2/3) of the whole Board of Directors.
  2. Notice Required. A copy of any proposed amendment shall be mailed to each Director at last known address at least thirty (30) days before the matter is to be acted upon.
  3. Effective Date. Any amendment adopted shall take effect immediately upon its adoption unless otherwise provided.