BY-LAWS OF

THE SYNDICATE OPERATIONS ASSOCIATION INCORPORATED

(TAX ID# 13-2943563)

ARTICLE I – OFFICES

              The principal office of the Corporation shall be the City of New York, County of New York, State of New York.

The Corporation may also have offices at such other places within or without this state as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II – PURPOSES

The purpose for which this Corporation has been organized as follows:

·         To inform and benefit its members in all matter pertaining to operational practices of public underwriting

·         To standardize the operational practices of its members in public underwritings

·         To establish a forum for discussion and dissemination of information pertaining thereto

·         To act as a Clearinghouse for communications to and from various regulatory agencies and members of the Securities industry on issues of general interest

·         To conduct conferences, discussions and symposiums on syndicate operational problems

·         To perform any and all acts necessary to carry out the above purposes.

The promotion of the above declared purposes shall at all times be carried on subject to the following conditions and limitations:

A.     No part of the assets or net earnings of the Corporation shall inure to the benefit of any director, officer or member of the Corporation or individual whatsoever.

B.     The Corporation shall be nonsectarian and shall not carry on propaganda or otherwise attempt to influence legislation, shall not participate in or intervene in any political campaign on behalf of any candidate for public office, and shall not allow any of its funds or property to be used for such prohibited purposes.

C.     None of the Corporation’s funds shall be loaned to any of its employees, officers and directors.

D.     The Corporation shall not accept any gift or grant subject to any condition imposed by the donor, which is consistent with the foregoing enumerated purposes and powers.

E.      No member of the Corporation shall be entitled to any distributive share of its assets and in the event of dissolution, its assets remaining after payment of its just debts shall be given and distributed only in the manner selected by majority vote of the Board of Directors of the Corporation, and only to such organizations as shall qualify under Section 501 c 3 of the Internal Revenue Code of 1954, as amended, subject to an order of a Justice of the Supreme Court of the State of New York.

F.      The Corporation shall distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1954, as amended, and the Corporation shall not engage in any act of self dealing as defined in Section 4941 (d) of the Code, retain any excess business holdings as defined in Section 4943 c of the Code, make any investments in such manner as to the subject the Corporation to tax under Section 4944 of the Code, or make taxable expenditures as defined in Section 4945 of the Code.

Nothing herein shall authorize this Corporation, directly or indirectly, to engage in or include among its purposes any of the activities mentioned in Not-For-Profit Corporation Law Section 404 (b) through (q) or Executive Law Section 757.

In furtherance of its corporate purposes, the Corporation shall have all ground power enumerated in Section 202 of the Non-For-Profit Corporation Law, together with the powers to solicit grants and contributions for corporate purposes.

In general, to do any and all acts and things and to exercise any and all powers which it may now or hereafter be lawful for the corporation to do or exercise under and pursuant to the Laws of the state of New York for the purpose of accomplishing any of the purposes of the Corporation but not for the primary profit or financial gain except permitted under Article 5 of the Not-For-Profit Corporation Law of the State of New York.

ARTICLE III – MEMBERSHIP

1.  QUALIFICATION FOR MEMBERSHIP

1)      There shall be two types of membership as follows:

a)      Active

b)      Honorary

2)      Active membership shall consist of :

a)      Security Dealers involved in co-ordinating or administering the Syndicate Operations function within the Securities Industry.

b)      Organizations that directly examine, pay for, and pick up syndicate securities either for themselves or for others.

3)      Honorary Members shall consist of:

a)      Security Dealers not included in 2. A & B of this Constitution.

b)      Organizations that are involved in the brokerage and banking world but do not qualify as per III 2. A & B of this Constitution.

4)      Active have full voting rights whereas honorary have none.

2.  MEMBERSHIP MEETINGS

The annual membership meeting of the Corporation shall be held on the last Friday of September each year except that if such day be a legal holiday then in that event the directors shall fix a day not more than two weeks from the date fixed by these by-laws.  The secretary shall cause to be mailed to every member in good standing at his address as it appears on the membership role book of the Corporation a notice stating the time and place of the annual meeting.

            Regular meetings of the Corporation shall be held quarterly, the last Friday, which is a business day in January, April, July and October.

The presence at any membership meeting of not less than 30% of the members shall constitute a quorum and shall be necessary to conduct the business of the Corporation; however, a lesser member may adjourn the meeting for a period of not more than two weeks from the date scheduled by the by-laws and the secretary shall cause a notice of the re-scheduled date of the meeting originally called.  A quorum as hereinbefore set forth shall be required at any adjourned meeting.

            A membership roll showing the list of members as of the record date, certified by the secretary of the Corporation, shall be produced at any meeting of the members upon the request therefore of any member who has given written notice to the Corporation that such request will be made at least ten days prior to such meeting.  All persons appearing on such membership roll shall be entitled to vote at the meeting.

3.  SPECIAL MEETINGS

Special meetings of the Corporation may be called by the directors.  The secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting.  Such notice shall state the date, time, place and purpose of the meeting and by whom called.

No other business but that specified in the notice may be transacted at such special meeting with the unanimous consent of all present at the meeting.

4.  FIXING RECORD DATE

For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent or to dissent from any proposal without a meeting, or for the purpose of determining the member entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of members.  Such date shall not be more than fifty, nor less than ten days before any such meeting, nor more than fifty days prior to any other action.

 5.  ACTION BY MEMBERS WITH A MEETING

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

6.  PROXIES

            Every member entitled to vote at a meeting of members or to express consent of dissent without a meeting may authorize another person or persons to act for him by proxy.

            Every proxy must be signed by the member or his attorney-in-fact.  No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

7.  ORDER OF BUSINESS

The order of business at all meetings of members shall be as follows:

1.       Roll Call.

2.       Reading of the minutes of the preceding meeting.

3.       Report of committees.

4.       Reports of Officers.

5.       Old and unfinished business.

6.       New Business.

7.       Good and Welfare.

8.       Adjournments.

8.  MEMBERSHIP DUES

A.     Dues shall be $50.00 per annum, without restrictions as to the number of Syndicate Operations Personnel participants per firm.  However, each active firm will have only one vote.

B.     A member shall be deemed in arrears when his dues are not paid by the end of the second quarter.

A member declared in arrears shall be deemed to have forfeited all right and privileges of membership and may be stricken from the rolls of membership by the Executive Committee after receiving a notice of delinquency thirty (30) days prior to being dropped from the rolls.

C.     A former member, stricken from the rolls of membership for arrears, may be reinstated by payment of the arrears, and upon the approval of the general membership, by secret ballot at any regular meeting.

ARTICLE IV – DIRECTORS

1.  MANAGEMENT OF THE CORPORATION

The Corporation shall be managed by the Board of Directors, which shall consist of not less than twelve (12) and not more than twenty (20) directors.  Each director shall be at least nineteen (19) years of age.

A.     ELECTION AND TERM OF DIRECTORS

At each annual meeting of members, the membership shall elect directors to hold office until the next annual meeting.  Each director shall hold office until the expiration of the term for which he was selected and until his successor has been selected and shall have qualified, or until his prior resignation or removal.

B.     INCREASE OR DECREASE IN NUMBER OF DIRECTORS

     The number of directors may be increased or decreased by vote of a majority of all of the directors.  No decrease in number of directors shall shorten the term of any incumbent director.

C.     NEWLY CREATED DIRECTORSHIPS AND VACANCIES

     Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation.  Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members.  A director elected to fill a vacancy caused by a resignation; death or removal shall be elected to hold office for the unexpired term of his predecessor.

D.     REMOVAL OF DIRECTORS

     Any or all of the directors may be removed for cause by vote of the members or by action of the board.  Directors may be removed without cause only by vote of the members.

E.     RESIGNATION

     A Director may resign at any time by giving written notice to the board, the president or the secretary of the corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

RIDER A

     The Board of Directors shall consist of the present officers of the Association, the retiring officers of the Association and two additional directors to be appointed by the President.  The directors shall hold office until the next annual meeting.

F.      QUORUM OF DIRECTORS

     Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

G.     ACTION OF THE BOARD

     Unless otherwise required by law, the vote of majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board.  Each director present shall have one vote.

H.    PLACE AND TIME OF BORAD MEETINGS

     The board may hold its meetings at the office of the corporation of at such other place, either within or without the state, as it may from time to time determine.

I.       REGULAR ANNUAL MEETING

     A regular annual meeting of the board shall be held immediately following the annual meeting of members at the place of such annual meeting of members.

J.      NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

     Regular meetings of the board may be held without notice at such time and place, as it shall from time to time determine.  Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors.  Notice of a meeting need not be given to any director who submits a waver of notice whether before or after the meeting or who attends a meeting without protesting prior thereto or at its commencement, the lack of notice to him.

     A majority of the directors present, whether or not a quorum is present, may adjourn and meeting to another time and place.  Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

K.    CHAIRMAN

     At all meetings of the board, the president, or in his absence, a chairman chosen by the board shall preside.

L.     EXECUTIVE AND OTHER COMMITTEES

     The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors.  Each such committee shall serve at the pleasure of the board.

ARTICLE V – OFFICERS

1.  OFFICES, ELECTION, TERM

     Unless otherwise provided for in the certificates of incorporation, the membership, at its annual meeting shall elect a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.  All offers shall be elected to hold office until the meeting of the board following the annual meeting of members.  Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

A.     The Chairman shall appoint a nominating committee of at least seven (7) members six (6) weeks prior to the annual meeting for the purpose of selecting candidates for office to serve the succeeding year.  Of the members appointed, presently elected officers of the Association must be in the minority

B.     The Nominating Committee shall report its recommendations at the annual meeting.

C.     The President at the annual meeting shall appoint three (3) inspectors.  Such inspectors shall have charge of the voting and keep a registry of voters.

D.     Any member in good standing may be nominated as a candidate for office.  A member may file for only one office by filing prior to the annual meeting, a petition with the recording secretary, signed by at least ten (10) members in good standing.

Such petition may contain the names of candidates for more than one office, but not more than one candidate for an office to which one person is to be elected.  A member’s signature may appear on one nominating petition for one office.  Duplicate signatures are invalid.

E.      Nominations made by petition in accordance with section D of this Article shall be voted on at the same time as other candidates are voted on at the annual meeting.

F.      Active officers elected at the annual meeting shall take office following the annual meeting.

G.     In case the nominating committee fails to recommend a candidate for any office, said office shall be open for nomination from the floor and election, at the annual meeting.

In the event of a contest for any or all offices, to be filled the vote will be by secret ballot.

Voters need not be present at the election to cast their vote.  Proxies sent to the secretary prior to the election will be valid.

2.      REMOVAL, RESIGNATION, SALARY

     Any officer elected may be removed by the board with or without cause.  In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the inexpired term.  Any two or more officers may be held by the same person, except the offices of president and secretary.  The salaries of all officers shall be fixed by the board.

3.      PRESIDENT

     The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the members and of the board; he shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4.      VICE-PRESIDENT(S)

     During the absence of disability of the president, the vice-president, of if there are more than one, the executive vice-president, shall have all the powers and functions of the president.  Each vice-president shall perform such other duties, as the board shall prescribe.

5.      TREASURER

     The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank of trust company as the directors may elect; he shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the corporation, when countersigned by the president; he shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the president; he shall at all reasonable times exhibit his books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours.  At the end of each corporate year, he shall have an audit of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the members, at which time he shall also present an annual report setting forth in full the financial conditions of the corporation.

6.      ASSISTANT-TREASURER

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have the powers and functions of the treasurer.

7.      SECRETARY

     The secretary shall keep the minutes of the board of directors and also the minutes of the members.  He shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors.  He shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Board of Directors may direct; he shall attend to such correspondences as may be assigned to him, and perform all the duties incidental to his office.  He shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.

8.      ASSISTANT-SECRETARY

     During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

9.      SURETIES AND BONDS

     In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditions upon the faithful performances of his duties to the corporation and including responsibilities for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE VI – SEAL

The seal of the corporation shall be as follows:

ARTICLE VII – CONSTRUCTION

     If there be any conflict between the provisions of the certificate in incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

ARTICLE VIII – AMENDMENTS

     The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of officers.  By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-laws adopted, amended or repealed by the board may be amended by the members entitled to vote thereon as hereinbefore provided.

     If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of members for the selection of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

COMBINED FIRST MEETING of the MEMBERS

FIRST MEETING of DIRECTORS of

The combined first meeting of members and directors of the corporation was held at:

________________________________ on ________________________________ at _________AM/PM

The following members were present:

____________________________________________________________________________________

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____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

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being all of the directors of the corporation and a quorum.

And ________________________________was elected temporary chairman.

And ________________________________was elected temporary secretary.

The chairman reported that the incorporator(s) took the following action:

·         Adopted by-laws regulating the conduct and affairs of the corporation.

·         Appointed directors of the corporation.

·         Fixed the principal office of the corporation at:_______________________________________________

________________________________________________________________________________________

     The chairman circulated a copy of the Consent to Action Taken In Lieu of Organization Meeting as executed by the incorporator(s) and upon motion duly made, seconded and carried, it was:

     RESOLVED, that the actions taken by the incorporator(s) as set forth in the Consent to Action Taken In Lieu of Organization Meeting is hereby approved, ratified and in all respects confirmed.

     The chairman stated that the election of officers of the corporation was now in order.  The following persons were nominated:

President:            ___________________________________________

Vice-President:            ___________________________________________

Secretary:            ___________________________________________  

Treasurer:            ___________________________________________

A vote of directors was taken and the nominees were elected officers of the corporation.

     The president and secretary thereupon assumed their respective offices in place and stead of the temporary chairman and the temporary secretary.

Upon motion duly made, seconded and carried, it was:

     RESOLVED, that the seal now presented at this meeting, an impression of which is directed to be made in the margin of the minute book, be and the same is hereby adopted as the seal of this corporation and further

     RESOLVED, that the president and treasurer be and they hereby are authorized to issue certificates for members in the form as submitted to this meeting and appended to the minutes of this meeting and further

     RESOLVED, that the corporate record book and membership roll book now presented at this meeting be and the same hereby is adopted as the corporate record book and membership roll book of the corporation.

Upon motion duly made, seconded and carried, it was

     RESOLVED, that the treasurer be and hereby is authorized to open a bank account on behalf of the

Corporation with ______________________________ located at ______________________________

__________________________________________________________________________________

And a resolution for that purpose on the printed form of said bank was adopted and was ordered appended to the minutes of this meeting.

     On motion duly made, seconded and carried, it was

     RESOLVED, that the signing of these minutes by the directors and members shall constitute full ratification thereof and waiver of notice of the meeting by the signatories.

     There being no further business before the meeting, on motion duly made, seconded and carried out, it was, adjourned.

DATED

_______________________________                                              _______________________________

                       Member                                                                                                secretary                                                         

   _______________________________                                              _______________________________

                       Member                                                                                                chairman                     

_______________________________                                              _______________________________

                       Member                                                                                                director            

_______________________________                                              _______________________________

                       Member                                                                                                director

_______________________________                                              _______________________________

                       Member                                                                                                director

The following are appended to these minutes:

Resolution designating depository funds.                                        

THE SYNDICATE OPERATIONS ASSOCIATION INCORPORATED

CONSTITUTION

I.                   NAME

The name of this association is The Syndicate Operations Association.

II.                OBJECTIVES

1.       To standardize the operational practices of public underwritings

2.       To establish a forum for the discussion of problems unique to Syndicate Operations

3.       To make suggestions from time to time to various regulatory agencies and to members of the Securities Industry on issues of general interest

III.             MEMBERSHIP

1)      There shall be two types of membership as follows:

a)      Active

b)      Honorary

2)      Active membership shall consist of :

a)      Security Dealers involved in co-ordinating or administering the Syndicate Operations function within the Securities Industry.

b)      Organizations that directly examine, pay for, and pick up syndicate securities either for themselves or for others.

3)      Honorary Members shall consist of:

a)      Security Dealers not included in 2. A & B of this Constitution.

b)      Organizations that are involved in the brokerage and banking world but do not qualify as per III 2. A & B of this Constitution.

4)      Active have full voting rights whereas honorary have none.

IV.              OFFICERS

1)      Chairman – whose duties shall be to conduct the meetings and affairs of the organization and to appoint committees.

2)      Vice-Chairman – will be responsible for establishing and coordinating committees designed to encourage the participation of its members in specialized areas of activities or interest.

3)      Treasurer – shall collect all dues from active members and record same and deposit same in a bank designated by the Executive Committee.  He shall submit a financial report at each meeting; an annual report at the annual October meeting, and a financial report to the Executive Committee, anytime they so demand.

4)      Recording Secretary – shall maintain a permanent record of the meetings of the active membership and the Executive Committee and maintain an accurate of attendance at all meetings, to be verified before adjournment of the meeting.

5)      Executive Committee – shall consist of all officers plus two members at large appointed by the Chairman.  This committee shall be empowered to act for the organization between regular meetings.

V.                 MEETINGS

General membership meetings shall take place quarterly.

VI.              DUES & FEES

1.       Dues shall be $50.00 per annum, without restrictions as to the number of Syndicate Operations Personnel participants per firm.  However, each active firm will have only one vote.

2.       A member shall be deemed in arrears when his dues are not paid by the end of the second quarter.

A member declared in arrears shall be deemed to have forfeited all rights and privileges of membership and may be stricken from the rolls of membership by the Executive Committee after receiving a notice of delinquency thirty (30) days prior to being dropped from the rolls.

Section 3.  A former member, stricken from the rolls of membership for arrears, may be reinstated by payment of the arrears, and upon the approval of the general membership, by secret ballot at any regular meeting.

VII.           QUORUM

The Quorum necessary to hold Regular Meetings or Special Meetings shall not be less than 30% of the membership.

VIII.        AMENDMENTS

This constitution may be amended by a 2/3 vote of the quorum at a regular or special meeting where due notice has been given.

IX.              ELECTION OF OFFICERS

1.       The Chairman shall appoint a nominating committee of at least seven (7) members six (6) weeks prior to the annual meeting for the purpose of selecting candidates for office to serve the succeeding year.  Of the members appointed, presently elected officers of the Association must be in the minority

2.       The Nominating Committee shall report its recommendations to the regular September meeting.

3.       The Chairman at the September meeting, shall appoint three (3) inspectors.  Such inspectors shall have charge of the voting and keep a registry of voters.

4.       Any member, in good standing, may, by filing prior to the October meeting, a petition with the recording secretary, signed by at least ten (10) members in good standing, be nominated as a candidate for office.  A member may file for only one office.

Such petition may contain the names of candidates for more than one office, but not more than one candidate for an office to which one person is to be elected.  A member’s signature may appear on one nominating petition for one office.  Duplicate signatures are invalid.

5.       Nominations made by petition in accordance with section 4 of this Article shall be voted on at the same time as other candidates are voted on at the October meeting.

6.       Active officers elected at the October meeting shall take office on November 1st.

7.       Failure of the nominating committee to recommend a candidate for any office, said office shall be open for nomination from the floor, and election, at the October meeting.

In the event of a contest for any or all offices, to be filled the vote will be by secret ballot.

Voters need not be present at the election to cast their vote.  Proxies sent to the secretary prior to the election will be valid.