SECTION 1. The name of this Corporation is Financial Executives International (“FEI”). It was incorporated as Controllers Institute of America, a nonprofit corporation, pursuant to the code of law of the District of Columbia, Chapter XVII, Sub Chapter III on December 31, 1931.

SECTION 1. FEI shall be governed by the Board and by the Executive Committee thereof. The Board may, at its discretion, establish organizational units such as chapters, boards, committees, councils, divisions or other internal organizational units. Similarly, the Board may establish affiliations with other external professional organizations or groups of organizations formed on an international, national, regional, state or local basis.

SECTION 2. The Board may, at its discretion, exercise authority over the policies, services and programs of all internal organizational units. While the Board shall reserve unto itself the primary policy-making authority for the overall organization, it will be within its mandate to delegate authority to any internal organizational unit, for policy interpretation, operations management, and other specified functions, as it deems appropriate. The Board shall have final authority to determine all terms and conditions, including all budgetary and financial arrangements, related to FEI’s affiliation with external organizations.

SECTION 3. FEI Canada was incorporated November 1, 1962, under Part II of the Canada Corporations Act (formerly the Companies Act). FEI Canada was formed to provide supplemental services unique to the needs of the Canadian Membership of FEI. FEI Canada shall be governed by its own Board of Directors, which receives its authority from the Board. In order to assure a consistency in policy and a coordination of activities, the respective organizations shall provide for cross-representation on their Boards. The President of FEI Canada will report to the FEI Canada Chair. Reimbursement for any inter-organizational charges or other financial arrangements will require agreement of the respective Boards.

SECTION 4. Financial Executives Research Foundation (the “Foundation”), was incorporated as the Controllership Foundation, Inc. pursuant to the Membership Corporations Law of the State of New York on November 29, 1944. It is a 501 (c) 3 nonprofit corporation. In May 1962, its name was changed to Financial Executives Research Foundation, Inc. The Foundation is the research affiliate of FEI, governed by its own Board of Trustees who are appointed by the Chair of FEI. In order to assure a consistency in policy and a coordination of activities, the respective organizations shall provide for cross-representation on their Boards. The President of FEI is the Chief Executive Officer of the Foundation. The Foundation may share office space and facilities and/or it may obtain support services from FEI. Reimbursements for any inter-organizational charges or other financial arrangements will require agreement of the respective Boards.

SECTION 1. The Board shall have final authority in establishing the rules of eligibility for membership in FEI and for the development and enforcement of a Code of Ethics to which all members must agree to comply. To administer the policies established by the Board, such administrative Committees as are deemed appropriate shall be formed by the Chair.

c. Retired and Life Retired Membership is available to Active, Academic or to other members in good standing who shall have retired from active employment and who qualify as retired under the rules of eligibility established by the Board.

d. Honorary Life Membership may be conferred only by the Board and is open only to Members of FEI who have served as President of FEI or the Board of Directors Chair and to Charter Members of FEI as listed in official records of FEI. Honorary Life Members shall have all the privileges of membership. They shall not be required to pay dues and they may be granted additional privileges as may be determined by the Board.

SECTION 3. Honorary Membership may be conferred only by the Board and only to a person who has made an outstanding contribution to FEI. Such members shall not be required to pay dues and need not be affiliated with a Chapter.

SECTION 1. There shall be an Annual Business Meeting of the membership of FEI in the first half of each calendar year. The date and place of this meeting shall be designated by the Board. The agenda for this meeting shall include the election of Directors and the transaction of such other business as may properly come before it. Notice of this meeting, signed by the Secretary, shall be sent by mail, facsimile, Internet, or other available electronic facilities to the last recorded address of each member at least thirty (30) days before the date set for the meeting.

SECTION 2. At each Annual Business Meeting of the membership of FEI, there shall be elected such number of Directors as determined by the Board. Except when filling out the un-expired term of a vacated position, or on reelection following same, Directors shall normally be elected for a term of two (2) years, commencing on the first day of July next following the Annual Business Meeting.

SECTION 3. Special meetings of the membership of FEI may be called by the Board Chair, by a majority of the members of the Board or upon the written request of not less than ten (10) percent of the members of FEI. Notice of any special meeting shall be sent by mail, facsimile, Internet, or other available electronic facilities to the last recorded address of each member at least thirty (30) days before the date of the meeting. Only the business specifically described in the notice of the special meeting shall be transacted at the meeting.

SECTION 5. A quorum shall be a majority of the members voting in person and by proxy. The timing of the voting process is within the purview of Nominating Committee. Provision will be made whereby members may cross off individual nominees from the slate

SECTION 6. Each member entitled to vote at any meeting of the membership of FEI may do so in person or by proxy filed with the Secretary of FEI. Members may submit their proxy via mail, facsimile, Internet, or other available electronic facilities. Provided a quorum exists, all actions at all duly-called meetings of the membership shall be decided by majority vote.

SECTION 1.FEI shall be governed by the Board consisting of such members as the Board may from time to time decide, not to exceed forty (40) members. The Board shall include the Chair, the Vice Chair, up to two Vice Presidents at Large, the FEI President, the First Past Chair (normally the immediate past chair), the Second Past Chair (normally the senior of the two immediate past chairs) the FEI Treasurer, the FEI Secretary, all Area Vice Presidents, the FEI Canada President, the FEI Canada Chairman, the FEI Canada Vice-Chairman, all Area Directors-at-Large, the FERF Chairman, and the technical committee chairs (or their designates).

(c) to authorize the borrowing of money on behalf of and for the purposes of FEI and, at its discretion, to authorize and direct the Chair, the Vice Chair, the President, the Secretary, or the Assistant Secretary under their respective hands and seals, to sign, execute and deliver mortgages and pledges of any or all FEI property, real or personal, as security for payment of the same, and to sign, execute and deliver contracts of any nature or kind; and

SECTION 3. The Board may establish its own rules of procedure to perform its duties. The rules of procedure may be changed by the Board, except that it shall hold at least three meetings in each fiscal year.

SECTION 4. Special meetings of the Board may be called by the Chair, by a majority of the members of the Board or by written request of not less than ten (10) elected Directors. Notice of such special meeting shall be sent by mail, facsimile, Internet, or other available electronic facilities to each Director at least thirty (30) days before the meeting or, with the written consent of two-thirds or more of all eligible voting members of the Board, notice of ten (10) days or more will suffice. Only the business specifically described in the notice of the special meeting shall be transacted at the meeting. Attendance by a Director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 5. A majority of the voting members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. Unless otherwise specifically provided for in these Bylaws, any act taken by the affirmative vote of a majority of all of the Directors present at a meeting at which a legal quorum is present shall constitute an official and binding act of the entire Board.

SECTION 6. Members of the Board are encouraged to attend and participate in all meetings of the Board. If the Board deems the attendance and/or the behavior of a member of the Board to be inconsistent with the responsibilities of that office, the Board shall have the right to request and receive that member’s resignation from the Board.

SECTION 7.The entire membership of FEI shall be divided into such Areas as are determined by the Board. Each Area shall be governed by an Area Board of Directors (the “Area Board”) consisting of the Area Vice President, the Area Director at Large, such number of Directors, elected from the membership, as may be determined by the Board, the current Chapter Presidents, national Executive Committee members and Technical Committee chairs from Chapters within the Area. All Area Vice Presidents, Area Directors at Large, and Area Directors shall be elected by and from the membership. Area Directors shall be elected for two year terms.

The Area Board may establish its own rules of procedure to perform its duties, including the formation of an Area Executive Committee. The rules of procedure may be changed by the Area Board, except that it is the intent that where practicable the Area Board meetings shall be held in conjunction with Board meetings, one of which will be held in connection with the Annual Meeting of Members.

The Area Vice President and the elected Directors shall serve as the Nominating Committee for the selection of an Area Director at Large who shall be the second Area representative on the FEI Board, along with the Area Vice President. In carrying out its responsibilities, the area nominating committee may (a) select the individual who is to be nominated for the position, or (b) identify and prioritize up to three candidates. The FEI Nominating Committee will select from the nominees presented. If none is presented, or if the candidate(s) are unable to serve, the FEI Nominating Committee will select on its own, the members for approval by the Board as candidates for election by the membership at large.

SECTION 8. The Executive Committee shall include the Chairman, Vice Chair, up to two Vice Presidents at Large, the FEI President, the First Past Chair, the Second Past Chair, the FEI Treasurer, the FEI Secretary, all Area Vice Presidents, the FEI Canada President, and the FEI Canada Chairman.

The Executive Committee shall have the responsibility and the authority to act on matters as prescribed in these bylaws. In addition it shall have the responsibility and authority to act on behalf of the Board, between Board meetings, on any and all matters delegated to it by the Board, or upon those matters deemed by the Chair or the President to require action and decision between such meetings. Actions of the Executive Committee shall be reported to, and ratified by, the Board at the next Board meeting or by mail.

A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee and a majority vote of those present and voting shall constitute a valid vote for the transaction of business at any such meeting.

SECTION 9. The Office of the Chair (OOC) shall consist of the Chair, the Vice Chair, up to two Vice Presidents at Large, the FEI President, and the First Past Chair. The OOC shall assist the Chair in carrying out the responsibilities of that office. The OOC serves as a consultative body for the Chair and is intended to provide continuity of direction for FEI.

SECTION 10. Upon recommendation by the Nominating Committee, any vacancies that may occur on the Board or the Executive Committee by reason of death, resignation or otherwise may be filled for the un-expired portion of the term of the vacant office by appointment by the Board.

SECTION 11: The National Chapter Leadership Council shall serve as a resource to the Board by expressing its views concerning issues, programs, and proposals being addressed by FEI. The Council is comprised of the Board, the Area Directors, and the Chapter Presidents.

SECTION 1. The elected Officers of FEI shall be the Chair, the Vice Chair of the Board, up to two Vice Presidents at Large, one Vice President from each United States Area, a Treasurer, a Secretary and an Assistant Secretary. These Officers, and any others as the Board may determine, shall be elected annually from the membership of FEI by the Board at one of its scheduled meetings, except that the Assistant Secretary need not be a member of FEI. The Officers so elected shall take office and assume their duties on the first of July following such election. They shall hold office until their successors are elected and assume office.

SECTION 3. The President shall be employed by FEI, and be responsible to the Board and the Executive Committee, which shall define the powers and authority of the President to the extent not provided in these Bylaws. The salary of the President shall be determined by the Compensation Committee.

SECTION 4.The Chair of the Board (the “Chair”) shall preside at all meetings of the Board, its Executive Committee, the National Chapter Leadership Council, and of the membership of FEI and shall perform such other duties as may from time to time be assigned by the Board. To assist in carrying out these responsibilities, the Chair may, as needed, convene meetings of the Office of the Chair. In the absence, or in the event of the disability of the Chair, the Vice Chair of the Board shall preside at the meetings of the Board or of its Executive Committee, the National Chapter Leadership Council, or of the membership and shall carry out the responsibilities of the Chair until a successor is named by the Board.

The Chair shall serve as Chair and as a member of the Executive Committee of the Board, the National Chapter Leadership Council, and as a member of the Compensation, Nominating and Planning Committees, and the Board of Directors of FEI Canada.

The Chair, consistent with these Bylaws, shall appoint the Chairs and the members of the Standing (Article IX, Section 1) and the Ad Hoc Committees of the Board, if any (Article IX, Section 9), and the Trustees of Financial Executives Research Foundation. Following completion of a term as Chair, each person holding such office shall remain on the Board as a “Past Chair” for a period of two (2) years, with voting rights.

SECTION 5. The Vice Chair of the Board (the “Vice Chair”) shall serve as Vice Chair and as a member of the Executive Committee of the Board and the National Chapter Leadership Council, and shall assist the Chair in performing the functions of that office as requested by the Chair. The Vice Chair shall also serve as a member of the Budget and Finance, Compensation, Nominating and Planning Committees and of the Board of Trustees of the Foundation. The Vice Chair shall represent the technical committees and the Financial Executives Research Foundation on the OOC unless such responsibility is delegated to another member of the OOC.

SECTION 6. The President shall be the Chief Executive Officer of FEI and of Financial Executives Research Foundation. The President shall also serve as a member of the Board and its Executive Committee, the National Chapter Leadership Council, the Board of Directors of FEI Canada and as a Trustee of Financial Executives Research Foundation. The President shall appoint the Chairs and the members of all FEI Committees other than those whose Chair and members are to be appointed by the Chair of the Board, as designated in Article IX of these Bylaws.

SECTION 7. The Vice Presidents at Large shall serve under the direction of the Chair. The Board shall not have more than two (2) Vice Presidents at Large. At its discretion, the Board may operate without any Vice Presidents at Large.

SECTION 8. Each Area shall have a Vice President serving under the direction of the Chair. Such Vice Presidents shall normally be selected from the current or past constituency of the Board. They shall serve for a term of up to two (2) years, as determined by the Board, and they shall be members of the Board.

SECTION 9. The Secretary shall oversee the preparation and maintenance of the official records of FEI including its Bylaws and the minutes of Membership Meetings, meetings of the Board, its Executive Committee and such other meetings as may be determined by the Chair. The Secretary shall oversee the official correspondence of FEI including the notice of official meetings and shall perform such other duties as may be assigned by the Chair.

SECTION 11. The Treasurer shall oversee the financial affairs of FEI and shall report on same at meetings of the Board and at other times as may be determined by the Chair. The Treasurer shall normally chair the Budget and Finance and the Pension and Investment Committees and shall perform such other duties as may be assigned by the Chair.

SECTION 12. If at any time a vacancy occurs in any of the elected Officer positions, such vacancy, upon recommendation of the Nominating Committee, shall be filled for the un-expired portion of the term by appointment by the Board.

SECTION 13. Indemnification: Every Director, Officer and employee of FEI, and such others as specified from time to time by the Board, shall be indemnified by FEI against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Officer or employee of FEI, or any settlement thereof, whether the person is a Director, Officer or employee at the time such expenses are incurred, except in such cause wherein the Director, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.

SECTION 2. The Audit Committee, pursuant to Article XII of these Bylaws, shall annually recommend to the Board a firm of independent accountants to audit the accounts of FEI, to review and approve the scope of the audit program, to receive and review the report of the independent accountants and to review and recommend audit and other related fee arrangements for approval by the Board. The Committee shall carry out such other related responsibilities as the Board may direct or as the Committee may deem appropriate and the Committee shall report its findings to the Board at least annually. The Audit Committee shall normally consist of three members, all of whom shall be members of the present Board.

SECTION 3. The Budget and Finance Committee shall provide guidance and shall oversee the preparation by FEI staff of the annual budget. The Committee shall present its recommendations to the Board and, during the fiscal year, it may monitor actual performance against the approved budget, make inquiries or suggest changes for improved financial performance. The Budget and Finance Committee shall consist of seven members, four of whom shall be members of the Board, including the Vice Chair, the President and the Treasurer, who shall normally serve as Chair of the Committee.

SECTION 4. The Compensation Committee shall determine the compensation of the President of FEI, it shall approve the compensation of staff officers and staff directors and it shall review and approve the compensation policies and practices for other staff personnel. The Compensation Committee shall consist of the Chair, the Vice Chair, the President of FEI, the First Past Chair, and one other member appointed from the Board. The President shall participate in all matters that come before the Compensation Committee, except matters that relate to the President’s compensation.

SECTION 6. The Nominating Committee shall annually nominate a slate of officers and directors as provided in these Bylaws and, when vacancies occur, it shall nominate interim replacements for those positions.

The Committee shall normally consist of the First Past Chair of the Board who shall serve as Chair of this Committee, a representative of each United States Area, preferably the current or immediate past Vice Presidents of each United States Area, the Chair, the Vice Chair, the President of FEI, and any other members of the Board as determined by the Chair.

The Pension and Investment Committee shall consist of the President, the Treasurer and the chief financial officer of FEI and one or more members who shall be experienced in pension and investment matters. The Committee shall normally be chaired by the Treasurer of FEI.

SECTION 8. The Planning Committee shall provide guidance and shall oversee the long-range planning function of FEI. From time to time, the Committee shall review any and all activities of FEI as they might relate to the achievement of FEI’s long-range objectives. The Committee shall report and submit its recommendations to the Board and/or the Executive Committee as deemed appropriate by the Chair of the Board.

SECTION 9. In addition to the Standing Committees described above, the Chair may appoint such other ad-hoc committees of the Board with such membership as may be deemed appropriate by the Board and/or by the Chair. Generally, these ad-hoc committees will have a stated purpose upon the completion of which the committee will be dissolved.

SECTION 10. The Chair shall monitor the activities of all committees covered by this Article IX of the Bylaws and, when and if deemed appropriate, the Chair shall recommend to the Board of Directors, their dissolution or consolidation.

The Charter of any Chapter may be revoked at any time and in such manner as the Board may deem necessary or advisable in the best interests of FEI. Upon any such revocation, all funds in the treasury of the Chapter whose Charter is revoked, and all of its records, shall immediately be delivered to the President of FEI.

The Board may prescribe to the Chapters regulations as to membership, organization procedures, and financial relationships to FEI. In prescribing such regulations, the Board shall not impose restrictions which would in any way limit the rights and privileges of members of FEI.

SECTION 2. These Bylaws may be amended in whole or in part or rescinded and new Bylaws adopted by the membership of FEI at any Annual Business Meeting or any special meeting of the membership pursuant to the following procedures:

a. Any such action may be proposed by the Chair, by a majority of the Board, by a majority of the members of any Chapter or upon the written request of not less than ten (10) percent of the members of FEI.

b. Proposals for any such action, and the language proposed to give effect to such action, must, to be eligible for submission to the membership for vote, be delivered in writing to the Secretary at least four (4) months prior to the date of the meeting at which it is proposed such action shall be considered.

c. Each such proposal shall be submitted by the Secretary to the Board of Directors at its meeting next following the date on which the same is received by the Secretary, and at such or subsequent meeting, the Board of Directors shall consider such proposal and shall recommend for or against the action proposed.

d. At least sixty (60) days prior to the date of the meeting at which it is proposed that such action be considered by the membership, notice of the proposed action and the recommendation of the Board of Directors with respect thereto, together with any explanation or comments deemed pertinent by the Board of Directors and together with any explanation or comments submitted by the proponents of the proposed action, shall be published in writing to the membership. With each such notice there shall be sent to each member a form of proxy sent by mail, facsimile, Internet, or other available electronic facilities which shall provide space for a vote for or against the proposed action.

SECTION 1. The rules of procedure at each meeting of the membership and of the Board and of all Committees shall be determined by the Chair or other presiding officer or, lacking such determination, they shall be in accordance with Robert’s Rules of Order, in the edition most recently published prior to such meeting, as far as applicable and to the extent not inconsistent with these Bylaws.