STAC By-Laws

Constitution and By-Laws as Amended

Preamble

The purpose of the Association is to promote the interests of our members throughout the financial markets, providing representation of these interests in collaboration, while fostering goodwill and high standards of integrity. The Association will also strive to foster cooperation among all segments of the Chicagoland securities and derivatives industry to enhance free and open markets for the mutual benefit of its membership and market ecosystem.

Article I – Association Formation

Section 1 – Name
The name of the Association shall be "Security Traders Association of Chicago, Inc." also known as STAC.

Section 2 – Affiliation
The Association is an affiliate organization subscribing to the principles of the parent Security Traders Association, Inc.  also known as STA.

Section 3 – Term
The fiscal year of the Association shall be from March 1st to the last day of February, inclusive.

Article II – Officers

Section 1 – Elected Officers
The volunteer Officers of the Association shall consist of a President, a Vice-President, a Treasurer, a Secretary, and a Financial Secretary. The term of office for Officers shall be one fiscal year. During the term of office, Officers are covered by Association insurance from personal liability resulting from actions taken on behalf of the Association.

Section 2 – President
The President shall be responsible for the management of the affairs of the Association. The President shall, during his/her incumbency, have the authority to sign all contracts, agreements and issue payments in the name and on behalf of the Association. The President shall have the authority to approve all invoices for appropriate expense incurred on behalf of the business of the Association with the second approval of an Officer. In the absence of a President or if the President is incapacitated, the Vice President with the assistance of another Officer will be authorized to sign all contracts and obligations of the Association including presiding over all meetings led by the President.

Section 3 – Vice President
The Vice-president shall perform the duties of the President in his/her absence and shall perform such other duties as may be delegated to him/her by the Board of Directors.

Section 4 – Treasurer
The Treasurer shall be responsible for monitoring the books of the Association as maintained by the Association’s Management. The Treasurer shall be the Officer’s liaison with the Finance Committee.

Section 5 – Secretary
The Secretary shall be responsible for ensuring the Association’s Management prepares and maintains accurate meeting minutes and records. In the absence of an Association Management, the Secretary will be responsible for preparing and recoding meeting minutes.

Section 6 – Financial Secretary
The Financial Secretary shall be responsible for reviewing the Association’s media and public relations champaign as well as assemble the Nomination Committee for the annual Officer election.

Section 7 – Officer Vacancy
Should a vacancy occur in the Association’s Officers during the fiscal year, the Officers shall determine if circumstances require a replacement or otherwise deemed unnecessary. Decision to forgo or replace the vacancy shall be noted in the next Board of Directors meeting accordingly.

Article III – Board of Directors

Section 1 – Appointees
The Board of Directors of the Association shall consist of sixteen (16) members with voting privileges comprised of the five (5) Officers, the immediate past President, and ten (10) dues paying members appointed by the Officers to serve as Directors. Past Presidents are welcome to the Board of Directors in an advisory capacity until such time they may be called upon by the Officers to be voting members.

Section 2 – Term
Board of Directors are appointed by the Officers and shall be appointed annually and assume their duties at the start of the fiscal year and shall hold their title for the fiscal year. There is no stipulation for appointment to the Board of Directors other than having an active member status.

Section 3 – Duties
The Board of Directors shall be charged with the overall responsibility for business and affairs of the Association including the authority to carry out the by-laws. A simple majority of its members shall constitute a quorum.

Article IV – National Delegates

Section 1 – Delegates
The Association’s Officers shall serve as the national delegates and alternates as regulated by the Security Traders Association Inc. by-laws. The ex-officio Association delegates will be in order of numerical section as represented in the Association’s by-laws Article II. Should additional delegates be required, the Board of Directors will recommend additional delegates.

Article V – Committees

Section 1 – Formation
In accordance with Article II, the Officers may establish, revise, or dismantle the Association Committees based on the current and future needs of the Association.

Section 2 – Members
Upon the direction of the Officers, Board of Directors and Association dues paying members may serve on Committees. There is no limitation to the number of Committees any one person may serve in succession or in total.

Section 3 – Finance Committee
The Finance Committee shall be responsible for advising and making recommends to the Officers but does not vote or action on recommendations and remains independent of the Officers. The Committee further oversees monitoring of monthly financial statements as held and maintained by the Association Management and oversees financial reporting including the annual IRS form 990 and all required tax filings for accurate and timely submissions by the Association’s Management.

Section 4 – Nomination Committee

Annually, on or before November 1st of the calendar year, The Financial Secretary will call upon the Association membership to recommend an active member to serve on the Nomination Committee for the fiscal year’s Officers elections. The Committee will be limited to seven (7) people consisting of three (3) Directors, two (2) general members, the outgoing President, and the immediate past President. The immediate past President will serve as Chairperson of the Committee. Recommendations to serve on the Nomination Committee may be made on behalf of oneself or another person. A virtual Nomination Committee election with simple highest vote structure will determine the Committee. The committee is responsible for voting on the incoming nominations for elected Officers. Candidates seeking election to office may submit their candidacy nomination letter to the Association’s Management prior to the upcoming election at the deadline requested by the Committee. On or before December 31st of the calendar year, the Nomination Committee will meet in person and/or virtually to elect the upcoming fiscal year Officers. The Association’s Management will witness the election and record on official Association letterhead the ratification of the Officers effective for the upcoming fiscal year. Upon successful election, the Nomination Committee will dissolve until the next nomination cycle (annually).

Article VI – Meetings

Section 1 – Call to Order

The President may call a meeting of the members at his/her discretion or shall call a meeting at the request of the Board of Directors.

Section 2 – Quorum
A quorum is defined as a simple majority of Board of Directors.

Article VII – Membership

Section 1 – Classification
Membership shall consist of the following classes: 1. Member 2. Life 3. Student

Section 2 – Member
Any person shall be eligible for member status within the Association who is employed/owned by any firm or institution who engages or supports the securities and derivatives industry. Membership becomes active upon successful profile creation on the Association portal and for whom annual dues have been received. Membership renewed upon receipt of dues at each fiscal year to be considered active. The active membership of the organization shall be unlimited in number.

Section 3 – Life
At its discretion the Officers may recommend a former member as it deems appropriate to the Board of Directors to hold the Life member status. Upon a simple majority vote by the Board of Directors, the Life member will no longer be required to pay annual dues to be an active member of the Association.

Section 4 – Student
Students who are full-time undergraduate students (21 years of age or older) or a full-time graduate student (21 years of age or older) are eligible to pay a reduced dues rate and may not be eligible for fulfilling a Board of Directors role.

Section 5 – Dues

Dues required for active membership (member and student) shall be determined by the Board of Directors annually via simple majority vote.

Section 6 – Expulsion
A member, life, or student member may be expelled for conduct deemed either harmful to the interest of the Association or when charges of misconduct or other complaints concerning a member have been brought by a regulatory body, or from another member regarding an act of malfeasance. At the request of the Board of Directors, the Officers will after a simple majority vote and issue the expulsion notice to the member via email.

Article VIII – Indemnification

Section 1 – Indemnification Coverage

The Association shall indemnify each elected Officer of the Association

Article IX – Anti-Trust and Collusion

Section 1 – Mitigants

Notwithstanding that the intent and subject matter of STAC does not read on competition, it is important that all participants (“Participants”) in discussions and meetings convened by STAC, including discussions at general meetings, meetings of the Board of Directors, Committees, and other business meetings (“STAC meetings”), observe the following guidelines to avoid inadvertently creating potential antitrust/competition law risk:

1. STAC meetings will be governed by a written agenda, circulated in advance, and a record of attendance at, and minutes of, each meeting will be kept.
2. Except as set out in the STAC Bylaws, STAC meetings have no binding or decision-making power or function.
3. STAC meetings may include live discussion from Participants regarding the purposes of STAC as set out above and in the agenda for the meeting.
4. All comments are to be directed only to the subject matter of the meeting.
5. Participants may not disclose confidential or competitively sensitive information. Competitively sensitive information includes business strategy, pricing, details of customer or supplier relationships, and commercial preferences. If Participants are unsure whether something is competitively sensitive, they should refrain from sharing and consult their legal counsel or other relevant support team at their organization for advice.
6. Participants must observe the following limitations regarding any proposed “best practices” discussed in STAC meetings:
   1. Participants generally may discuss and reach a conclusion as to the terms of what a proposed “best practice” should be.
   2. Each Participant must decide unilaterally whether, and how, to follow any proposed “best practice”.
   3. Participants should refrain from stating whether or how they plan to follow any particular “best practice”.
   4. In no event will any firm be asked whether, or how, it will agree to follow any proposed “best practice”.
7. If it appears at any time that discussions are at risk of entering into areas that might be inconsistent with these guidelines, the organizer will immediately bring such discussions to a close.

Section 2 – Antitrust Statement

Antitrust statement, to be written and displayed at the start of each meeting:

“Participants are reminded that they should comply with applicable laws, including antitrust laws. Participation in this meeting should not require the disclosure or discussion of competitively sensitive information (including business strategy, pricing, details of customer or supplier relationships and commercial preferences). If Participants have questions about their antitrust obligations they should take advice from their respective organizations’ legal teams.”

Article X – Amendments

Section 1 – By-Law Amendments

Amendments to the Association’s by-laws may be proposed to the Board of Directors by any active member, provided that the member puts his/her proposal in writing (email) to the Officers. The proposed amendment shall be voted upon at any regularly or specially called meeting of the Board of Directors, provided that there is a quorum present, in order to pass such an amendment, and that notice of the proposed amendment was given 30 days prior to the vote.

Amended from August 9, 2016 bylaws, June 2024; Ratified November 2024