Bylaws of the Fiduciary and Investment Risk Management Association, Inc.

Section 1. Names/Offices

The name of the association shall be the Fiduciary and Investment Risk Management Association, Inc., which may do business as FIRMA or other trade names as the Board of Directors may designate. The principal office shall be at P.O. Box 669515, Marietta, Georgia 30066. The Association may have offices and places of business at such other places as shall be determined by the Directors.

Section 2. Mission/Statement of Purpose

Through our commitment to educational excellence, we will be the premier fiduciary and investment risk management association in the financial services industry, providing essential continuing education, world class best practices, and opportunities for establishing professional industry contacts.

FIRMA shall be a member driven industry organization committed to meeting and exceeding the continuing education needs and expectations of all FIRMA members. FIRMA shall be committed to providing comprehensive risk management knowledge and support through training opportunities and networking forums.FIRMA shall be committed to promoting exemplary professional conduct and high ethical standards in the practice of audit, compliance and risk management. FIRMA shall be committed to identifying training vehicles to address emerging issues within the fiduciary and investment risk management environment.

Section 3. Annual Membership Meeting

An annual membership meeting of the association shall be held each year at the Annual National Training Conference. Notification of this meeting will be included in the National Training Conference brochure which will be sent to all members.

Section 4. Special Meetings

Special meetings of the members for any purpose may be called by the President and must be called by the President or Corporate Secretary upon written request by twenty-five per cent (25%) of members who are in good standing, as that term is here in after defined in Section 7. Decisions of the membership shall be approved by majority vote of those in attendance at the meeting or by online polling.

Section 5. Notice of the Annual Meeting or of Special Meeting

Notice of the annual membership meeting or any special meeting shall be given to each member at least fifteen (15) days prior to the meeting, and shall specify the time, place and purpose or purposes thereof.

Section 6. Quorum

At the annual meeting or any special meeting of the membership, at least twenty-five (25) members in good standing, as here in after defined in Section 7, shall constitute a quorum for the purpose of holding the meeting. A majority of the Board of Directors shall constitute a quorum at all meetings of the Board.

Section 7. Membership/Voting

FIRMA membership shall consist of three individual member categories: Certified Member, Sustaining Member, and Retired/Emeritus Member.

Certified Members are defined as individuals who can provide proof of professional certification in the practice of audit, compliance or risk management, through a recognized sponsoring entity, throughout the various supporting financial services industries. Certified Members are required to comply with the formal continuing education requirements of FIRMA, as well as attesting to the requirements of their sponsoring entity.

Sustaining Members are defined as individuals who may not provide the criteria established for Certified Members or Retired/Emeritus Members. Any Certified Member who fails to comply with the continuing education requirements will be automatically moved to this category. Certified Members moved to this category can reestablish their Certified Member status by verifying their certification and continuing education compliance to the FIRMA Education Committee during the next annual continuing education certification process.

Retired/Emeritus Members are defined as individuals who are retired from active employment in the specific industry of their certification. The member must have achieved certification during their professional career and must have been a member of FIRMA and/or its predecessor association for at least five years.

The Board of Directors will establish rates for annual dues, membership application or other fees as deemed necessary. The Board of Directors has authority to establish and change rates at its discretion.Any member who fails to pay required dues or other fees or obligations will be terminated from membership or placed on inactive status after proper notification of delinquency.

Any member may be censored, suspended, or expelled from membership for violation of the FIRMA’s Code of Conduct.Such action can only be taken by a vote of the Board of Directors. Prior to the Directors taking such vote, the member in question must be provided an opportunity for a hearing.

The Board retains the right to require a proxy vote on any presented issue. Every member whose dues are paid in full by March 31st for the current calendar year will be considered in good standing and eligible to vote.

Section 8. Number of Directors, Tenure, Vacancies

The business and affairs of the Association shall be managed and controlled by a Board of Directors which is elected by the membership.The number of directors shall be determined by a vote of the Board of Directors. Each director may hold office for a maximum of two elected 3 year terms after which he/she is prohibited from Board participation for at least one year prior to being eligible to run for a third and final elected term. An elected full term of office is three term years. (For purposes of this document, a term year is defined as the incremental period between one annual meeting and the next). Directors may resign at any time.

Vacancies occurring on the Board during a director’s elected term, but not coinciding with the annual elections, may be filled by a majority vote of the remaining Directors, at the discretion of the Board, for the balance of the vacant term.

The appointment to the Board of any qualified member in good standing, or by vote of the membership at a special election, to a term of office of less than a full term shall not count against the maximum length of service.

The Board of Directors may designate, by resolution adopted by a majority of all the Directors, two or more of the Directors to constitute an Executive Committee. The Executive Committee, when the Board of Directors is not in session, may exercise all of the powers of the Directors to the extent permitted by law. The Executive Committee is bound by the same requirements as the Board of Directors regarding the holding and conduct of its meetings and keeping of its records.

Section 9. Compensation

Directors shall not receive any salary for their services, but reimbursement or payment of Directors’ expenses may be allowed for attendance at each regular or special meeting of the Board of Directors. Also, in recognition of time commitment and service, FIRMA will provide each Director with paid registration and travel/lodging expense for the annual national conference, and regional training events, as necessary.

Section 10. Prohibition Against Sharing in Corporate Earnings and Disposition of Funds

The Board of Directors shall have the power to accept contributions to the Association for specific purposes, provided that such purposes are not inconsistent with the general purposes of the Association as set forth herein and in the Articles of Incorporation. The Board of Directors shall disburse such funds exclusively for the specific purposes for which they were contributed, if so designated.

No FIRMA director, officer, employee, or committee member, or any other person connected with the Association, or any other private individual shall ever receive any of the net earnings or pecuniary profit from the operation of the Association.This provision shall not prevent the payment to any such person of such reasonable compensation, as shall be fixed by the Board of Directors for services rendered to or for the Association. No person or persons shall be entitled to share in the distribution of any of the assets of the Association upon its dissolution.

Section 11. Tax Year

The tax year of the Association shall end on the last day of December of each year, or at such other time as determined by the Board. The Board of Directors shall appoint a certified public accounting firm to express an opinion on the financial statements of the Association each calendar year and within fifteen (15) months of the previous audit.In lieu thereof, a committee of the Board of Directors may perform the audit and express its opinion as aforesaid.

Section 12. Regular Meeting of the Board

Immediately after each annual election of directors, the directors will meet for the purpose of organization and the transaction of other business.If a quorum of the directors is present at the time, no prior notice of such meeting will be required. Other regular meetings of the Board may be held without notice at such times and places as the Directors may determine.

Section 13. Special Meetings of the Board of Directors

Special meetings of the directors may be called by the president or must be called at the written request of four members of the Board .

Section 14. Notice of Special Meetings of the Board

Notice of a special meeting shall be given to each director at least five days prior to meeting, but such notice may be waived in writing by the President at any time.

Section 15. Officers

The officers of the Association shall be a President, a Vice President, and a Secretary. The Directors shall elect these officers on an annual basis. Other officers, agents, or assistants may be elected or appointed by the Board of Directors at any time with such powers and duties as it shall deem necessary. The directors shall fill all vacancies occurring among the officers.

Section 16. The President

The President shall preside at all meetings of the membership and directors. The President shall have general management and control of the business and affairs of the corporation.

Section 17. The Vice President

The Vice President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. The Vice President shall also assist the President and exercise such other powers and perform such other duties as shall be prescribed by the directors.

Section 18. The Treasurer

The Board of Directors shall appoint an individual or committee to perform the functions of Treasurer. The Treasurer shall have custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and shall deposit the same in a qualified financial institution as shall be designated by the Directors of the Association or the President. The Treasurer shall receive and give receipts and acceptances for monies paid-in on account of the corporation and paid-out of the funds on hand the debts of the Association. He or she shall perform all other duties incident to the office of Treasurer.

Section 19. The Secretary

The Secretary shall keep the minutes of all the proceedings of the directors and the membership; he or she shall attend to the giving and serving of all notices to the members and directors, or other notices required by law or these bylaws. He or she shall have charge of the Association’s minutes and such other books and records as the Board may direct, and perform all other duties incidental to the office of Secretary.

Section 20. Indemnification

The Association shall indemnify Directors and Officers against liability incurred in the proceeding, and shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding.The Association may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise, against and liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Association would have power to indemnify him against such liability.

Section 21. Depositories

The funds of the Association shall be deposited in a qualified financial institution, and checks drawn against such funds shall be signed in such manner as may be determined from time to time by the directors.

Section 22. Notice and Waiver of Notice

Any notice required to be given by these bylaws may be given by mailing the information to the person entitled at their address as shown on the Association’s books and such notice shall be deemed to have been given at the time of such mailing. The person entitled to such notice may waive any notice required by these Bylaws.

Section 23. Power of Directors to Amend, Etc.

The Board of Directors shall have the power to make, amend, and repeal the Bylaws of the Association by a vote of a majority of all the directors at any regular or special meeting of the Board.

Section 24. Power of Members to Amend, Etc.

The members may make, alter or amend and repeal the Bylaws of the Association at any annual membership meeting or at any special meeting called for that purpose and all Bylaws made by the Directors may be altered or repealed by the members. All member-sponsored proposals must be provided, in writing, to the Board of Directors at least thirty (30) days prior to a regular or special meeting.