Mission Statement and By-Laws of the Municipal Forum of New York, Inc.

Mission Statement

     The Municipal Forum of New York, Inc., a New York not-for-profit corporation, serves active members of the United States municipal securities industry through association activities including lunches and dinners featuring and recognizing prominent public sector and industry leaders of the public finance community. Through its affiliate, Municipal Youth Education Fund, a 501(c)(3) New York not-for-profit corporation, the Forum provides educational summer intern programs, financial assistance to summer interns entering college, and an alumni network for summer interns launching their careers. Through its association activities, the Forum provides a platform for municipal securities industry participants to meet frequently, share ideas and learn industry trends in congenial settings away from the business of doing deals. Through its intern programs, the Forum Fosters training and a first look at the business world for outstanding New York City high school scholars thinking of pursuing careers in public finance and Wall Street in general. The Forum has been home to thousands of municipal securities industry professionals who uphold the highest standards in financing America’s infrastructure and embrace passing on the best practices and traditions in public finance to succeeding generations of bankers, underwriters, traders,, analysts, insurers, public sector finance officers and bond lawyers.

ARTICLE I

Adoption of By-Laws

These By-Laws are adopted for The Municipal Forum of New York, Inc. (hereinafter referred to as the “Corporation”), a Not-For-Profit Corporation organized in accordance with the laws of the State of New York (the “State”).

ARTICLE II

Membership

Section 2.1 – Members. Any person, at least twenty-one years of age who is interested in government, state and municipal finance or engaged in the municipal securities industry and the institutional investment industry may qualify as a member of the Corporation. Each member shall be entitled to one vote on all matters coming before the members and shall be counted for purposes of a quorum.

Section 2.2 – Quorum. The presence of no less than twenty-nine (29) members of the Corporation whose annual dues are currently paid in full at a meeting of members shall constitute a quorum. A member shall be counted as present for a quorum if represented by written proxy given to a member present at a meeting of members.

Section 2.3 – Manner of Action. At any meeting of members at which a quorum is present, the members may take action by the affirmative vote of a majority of the members of the Corporation present, except where a different proportion is required by law, the Articles of Incorporation or these By-Laws.

Section 2.4 – Annual Meeting. An annual meeting of the members of the Corporation for the election of Governors and officers, for the consideration of reports, and for such other business as may be brought before the meeting shall be held in the month of June or at such time each year as shall be specified by the Board of Governors.

Section 2.5 – Special Meetings. Special meetings of the members of the Corporation may be held at any time upon call by the President. The business to be transacted at any special meeting shall be limited to that set forth in the notice of meeting, unless a quorum of members are present at such special meeting and waive such notice requirement.

Section 2.6 – Place of Meetings. Meetings of the members may be held at any location within the State of New York at the designation of the President.

Section 2.7 – Notice of Meetings. Except as otherwise provided in these By-Laws, written notice of each annual or special meeting of the members shall be given by the Secretary or his or her designee to each member by mail, facsimile or in person not less than two (2) nor more than thirty (30) days prior to such meeting. Any member may waive notice of any meeting in writing either before or after such meeting, and, by attending any meeting without protesting the lack of proper notice prior to the commencement of such meeting, shall be deemed to have waived notice thereof. Unless otherwise limited in the notice thereof, any business may be transacted at any annual meeting of the members.

Section 2.8 – Action by the Members Without Meeting. Any action that may be authorized or taken at a meeting of the members may be authorized or taken without a meeting through an action in writing signed by a quorum of the members of the Corporation.

Section 2.9 – Application for Membership. Applications for membership in the Corporation shall be in writing, signed by the applicant and endorsed by a member and shall be filed with the Secretary. A candidate shall become a member upon formal notice by the Secretary.

Section 2.10 – Classes of Memberships. There shall be two classes of membership – (i) regular members, and life members. Regular members shall consist of persons who are or who have been full-time professionals employed or engaged in the municipal securities industry, including persons employed in the public sector. All regular members shall be eligible to vote, hold office and be members of a standing committee. Life members shall be regular members elected to life membership upon written criteria established by the Board of Governors. A life member shall have all the rights and privileges of regular membership without the requirement of paying dues to the Corporation.

Section 2.11 - Dues of Membership. Dues for members, including regular members and associate members, shall be in such amounts as shall be established by the Board of Governors from time to time. Dues shall be payable each year on September 1st. Nonpayment of dues for two consecutive years shall result in the member’s being dropped from membership. The Board of Governors, in its discretion, may remit the dues of members in the military or other governmental services of the United States and any members who deserve special consideration due to extenuating circumstances.

Article III

Board of Governors

Section 3.1 – Corporate Authority. All of the authority and powers of the Corporation shall be exercised by the Board of Governors, except as otherwise provided by the Articles of Incorporation, these By-Laws or the New York Not-For-Profit corporation law. The Board of Governors shall be the members and the directors of The Robert C. Rosenberg Memorial Fund.

Section 3.2 – Composition of the Board of Governors. Until the first election of Governors at an annual or a special meeting of members or by an action in writing, whichever occurs first, the Board of Governors shall consist of the initial Governors, as set forth in the Articles of Incorporation. From and after the first election of Governors, the Board of Governors shall consist of not less than eleven (11) nor more than fourteen (14) Governors, which shall include the four officers, the immediate past president and six to nine additional members. A Governor shall serve for a term of three (3) years or a shorter period if filling the unexpired term of a former Governor. After serving on the Board of Governors as immediate past president, such person shall not be eligible to serve as an officer or Governor for one year. The Governors of this Corporation shall each have the right to vote on all matters coming before the Board of Governors and shall be counted for purposes of determining a quorum.

Section 3.3 – Qualification and Good Standing. All Governors who are elected by the members shall be mature individuals who have an interest in the Corporation and its purposes and who have experience or interests that would be valuable to the Corporation. A Governor shall be in good standing if (i) he/she actively participates in a standing committee listed in section 4.2, (ii) he/she attends in person a majority of the events held by the corporation or its affiliates and a majority of the meetings of the standing committee to which he/she is assigned; and (iii) he/she exercises best efforts to gain financial support for the Corporation and its affiliates from his/her primary employer.

Section 3.4 – Election and Term of Governors. At each annual meeting of the members, the members of the Corporation shall elect Governors to serve for three (3) year terms. Each Governor shall hold office until his or her successor is elected and qualified or until his or her earlier resignation, death, or removal. Governors shall be elected in a manner such that one-third of the Governors, not including officers, are elected at each annual meeting. A person may serve as a Governor for an unlimited number of terms.

Section 3.5 – Nomination. Each year the Nominating Committee shall submit to the members of the Corporation the names of its candidates for election to the positions of the Governors whose terms are expiring in such year. The members of the Corporation may elect as a Governor a person who has been nominated by the Nominating Committee or by at least one (1) member. If a person who was nominated by the Nominating Committee shall not receive the requisite votes to be elected at the annual (or a special) meeting of the members, and the members do not elect as Governor a person who was nominated by at least one of the members, the Nominating Committee shall, and any member may, nominate another candidate. If two or more candidates exist for the same elected position, the election shall be conducted by paper ballot.

Section 3.6 – Removal. A Governor may be removed with or without cause by the affirmative vote or action of the members. The removal of a Governor shall create a vacancy as to which the provisions of Section 3.7 of these By-Laws shall apply.

Section 3.7 – Vacancies Among Governors. Whenever any vacancy shall occur among the Governors, whether occasioned by death, resignation, removal or otherwise, the Board of Governors may fill such vacancy for the unexpired portion of the term of the vacant position with a candidate who has been nominated by the Nominating Committee or by at least one (1) member.

Section 3.8 – Compensation. The Governors shall not receive salaries, fees or compensation for their services as Governors or their attendance at any meeting or committee meeting of Governors. The Board of Governors may adopt a policy to reimburse Governors for their reasonable out-of-pocket expenses incurred in the performance of their duties as Governors.

Section 3.9 – Duality of Interest. A Governor shall not be disqualified by his or her office from dealing with the Corporation as a vendor, purchaser, employee, agent, or otherwise, and no contract or transaction shall be void or voidable or in any way affected with respect to the Corporation for the reason that it is between the Corporation and one or more of its Governors, or between the Corporation and any other corporation, trust, partnership or other organization in which one or more of its Governors are directors, trustees, partners, or officers, or have a financial or personal interest, or for the reason that one or more interested Governors participate in or vote at the meeting of Governors or a committee thereof which authorizes such contract or transaction, if in any such case:

(a) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or known to the Governors and the Governors, in good faith reasonably justified by such facts, authorize or ratify the contract or transaction by the affirmative vote of a majority of the disinterested Governors, even though the disinterested Governors constitute less than a quorum, or

(b) the material facts as to his, her or their relationship or interest and as to the contract or transactions are disclosed or known to the members and the contract or transaction is specifically approved at a meeting of the members held for the purpose of voting on the contract or transaction by the affirmative vote of a quorum of the members who are not interested in the contract or transaction, and

(c) the contract or transaction is fair as to the Corporation as of the time it is authorized or approved or ratified by the Governors or the members.

Without limiting or qualifying the foregoing, if in any judicial or other inquiry, suit, cause, or proceeding, the question of whether a Governor or the Corporation acting through its Governors has acted in good faith is material, then notwithstanding any statute or rule of law or of equity to the contrary (if any there be), his, her, or its good faith shall be presumed, in the absence of proof to the contrary by clear and convincing evidence. For purposes of this Section 3.9, interested Governors may be counted in determining the presence of a quorum at a meeting of the Governors or the members which authorizes or ratifies the contract or transaction.

Section 3.10 – Quorum, Manner of Action. The presence of a majority of all of the Governors then in office shall constitute a quorum. At any meeting of Governors at which a quorum is present, the Board of Governors may take action by the affirmative vote of at least a majority of the Governors present, except where a different proportion is required by law, the Articles of Incorporation or these By-Laws.

Section 3.11 – Regular Meetings. Regular meetings of the Board of Governors shall be held at least four (4) times per year in addition to any meeting of the Board of Governors which may immediately precede or immediately follow each annual meeting of the members at such time and place as shall be determined by the President and set forth in the notice of meeting.

Section 3.12 – Special Meetings. Special meetings of the Board of Governors may be held at any time upon call by the President or by at least two (2) of the Governors. The business to be transacted at any special meeting shall be limited to that set forth in the notice of meeting, unless all Governors then in office are present at such special meeting and waive such notice requirement.

Section 3.13 – Place of Meetings and Electronic Meetings. Meetings of the Board of Governors may be held at any location within the State of New York. If no designation is made in the notice of meeting, the place of meeting shall be that location designated by the President. Notwithstanding anything herein to the contrary, any meeting of the Board of Governors may be held through any form of electronic communication pursuant to which each Governor is able to hear each other Governor who is participating or in any other manner permitted under the laws of the State of New York. Such participation shall constitute attendance at such meeting.

Section 3.14 – Notice of Meetings. Except as otherwise provided in these By-Laws, written notice of any regular or special meeting of the Board of Governors shall be given by the Secretary or his or her designee to each Governor by letter, facsimile or in person not less than two (2) nor more than thirty (30) days prior to such meeting. Such notice shall be deemed given if referred to in the draft minutes of the previous meeting circulated by the Secretary to the Governors. Any Governor may waive notice of any meeting in writing either before or after such meeting, and, by attending any meeting without protesting the lack of proper notice, shall be deemed to have waived notice thereof. Unless otherwise limited in the notice thereof, any business may be transacted at any annual or regular meeting.

Section 3.15 – Action by Board of Governors Without Meeting. Any action that may be authorized or taken at a meeting of the Board of Governors may be authorized or taken without a meeting through an action in a writing or writings signed by all of the Governors.

Section 3.16 – Rules. The Board of Governors may adopt rules for its own governance that shall be consistent with the Articles of Incorporation and these By-Laws.

Article IV

Committees

Section 4.1 – Creation and Membership. There shall be a Nominating Committee, a Membership Committee, a Program Committee, a Finance Committee, an Audit Committee, a Committee on The Municipal Forum Youth Education Fund, an Awards Committee, an Annual Dinner Committee, a Website/Communications Committee, and such other standing or special committees as the Board of Governors may create. Except as otherwise provided in these By-Laws, only Governors shall serve on committees and each committee shall consist of at least three (3) Governors. Except as hereinafter otherwise provided in these By-Laws, all committee members shall be appointed by the President with the consent of the Governors and serve at the pleasure of the Board of Governors. All appointments to each committee shall terminate at the conclusion of the first annual meeting of the members following the appointment. Except as hereinafter otherwise provided in these By-Laws, the chairperson of each committee shall be appointed by the President with the consent of the Governors and serve at the pleasure of the Board of Governors.

Section 4.2 – Powers and Duties.

(a) Nominating Committee. At all times, the membership of the Nominating Committee shall consist of five (5) members of the Corporation, not more than two of which shall be Governors, including the chairperson of the Nominating Committee. At least sixty (60) days before the date of each annual meeting of the members, the Nominating Committee shall be appointed by the President. At least thirty (30) days before each annual meeting of the members, the Nominating Committee shall notify the Secretary of its nominees for Governors and (i) for elected officer positions to the Corporation, and (ii) for election whenever a vacancy arises in a Governor or an elected officer position. The Secretary shall include the names of members of the Nominating Committee and the nominees in the notice of the annual meeting. In presenting any nominees, whether to fill a vacancy or for a full term, the Nominating Committee shall follow a process as set forth by the Nominating Committee and approved by the Board of Governors. The Nominating Committee shall have and may exercise such additional authority and powers as are delegated to it by the Board of Governors.

(b) Membership Committee. At all times, the membership of the Membership Committee shall consist of three (3) Governors, including the chairperson of the Membership Committee. The Membership Committee shall take appropriate action to encourage to filing of applications for membership in the Corporation. The Membership Committee shall be responsible for producing the annual membership guide of the Corporation.

(c) Program Committee. The Program Committee shall consist of not less than three (3) Governors, including the chairperson of the Program Committee. The Vice President shall be chairperson of the Program Committee. The Program Committee shall have general charge of all luncheon meetings and similar functions of the Corporation and all arrangements for such meetings, including the obtaining of speakers, after the approval of the Board of Governors has been obtained, and all matters pertaining to press notices and to such other publicity as the Board of Governors may consider desirable, and shall encourage attendance at meetings.

(d) Finance Committee. The Finance Committee shall consist of the Treasurer, as chairperson, and two (2) Governors. The Finance Committee shall advise the Board of Governors on financial matters and assist the Treasurer in his/her duties as necessary or desirable.

(e) Audit Committee. The Audit Committee shall consist of not less than three (3) members who are not Governors. The Audit Committee shall audit the accounts of the Treasurer each year and report on the condition of such accounts at the annual meeting of the members.

(f) Committee on The Municipal Forum Youth Education Fund. At all times, the members of the Committee on The Municipal Youth Education Fund shall include the four (4) elected officers of the Corporation, and shall administer the program of, and invest and disburse moneys in The Municipal Forum Youth Education Fund (the “Fund”) for the purposes set forth in the Articles of Incorporation of the Fund. For the purpose of acting as an advisory counsel pursuant to Article VI of these By-Laws, a member of the law firm of which Robert C. Rosenberg was a member shall be a member of such committee. In the event, for any reason, the Fund shall terminate or be terminated, the assets, moneys and functions of the Fund shall become the assets, moneys and functions of the Corporation and shall be administered by the Committee on The Municipal Forum Youth Education Fund.

(g) Awards Committee. The Awards Committee shall consist of the president of the Corporation, who shall be chairperson of the Awards Committee, the chair of the Committee on The Municipal Forum Youth Education Fund, and not less than three (3) members of the Corporation, at least one of which, as may exist, is a prior award winner. The Awards Committee shall (i) actively solicit nominees for awards beginning in January of any year, (ii) review qualifications of nominees, and (iii) recommend award recipients by the end of march of an year to the Board of Governors for its approval. The Awards Committee shall review the qualifications of nominees using the following criteria: (a) leadership in establishing or strengthening an institution or company which is or has been a significant participant in the municipal securities industry; (b) leadership in developing innovative financing structures, credit perspectives, or new or evolving perspectives significant to the municipal securities industry; (c) leadership in bringing to market significant municipal securities offerings; (d) leadership in the municipal securities industry over many years; and leadership and significant involvement in municipal securities associations and events.

(h) Annual Dinner Committee. The Annual Dinner Committee shall consist of not less than three (3) members, including the chairperson of the Annual Dinner Committee. The Annual Dinner Committee shall make all arrangements for, conduct fund raising for, and address all ethics issues relating to persons attending the annual dinner of the Corporation and its affiliates.

(i) Website/Communications Committee. The Website/Communications Committee shall consist of not less than three (3) members, including the Secretary and the Treasurer who shall be co-chairpersons of the committee. The Website/Communications Committee shall oversea the maintenance and development of the Corporation’s website and directory and review all communications of the Corporation of any kind to the public at large.

(j) Other Committees. The Board of Governors, at its discretion, may establish as necessary or appropriate other committees consisting of at least three (3) Governors. Such committees shall have and may exercise such authority and powers as are delegated to it by the Board of Governors.

(k) Notwithstanding anything previously set forth in this Section, no committee of the Board shall be empowered to elect or remove officers or to fill vacancies among the Governors or on any committee.

(l) All actions of a committee shall be reported to the Board of Governors at their meeting next following such action and shall be subject to revision or alteration by the Governors, provided that no rights of any third person shall be affected thereby. Each committee shall be subject to the control and direction of the Board of Governors.

(m) All committees shall convene their meetings at the call of the President or the chairperson of the committee.

Section 4.3 – Meetings.

(a) Except as otherwise provided in these By-Laws, written notice of each regular or special meeting of a committee shall be given by the chairperson of each committee member by letter, facsimile or in person not less than two (2) nor more than thirty (30) days prior to such meeting. Any committee member may waive notice of any meeting in writing either before or after such meeting, and, by attending any meeting without protesting the lack of proper notice, shall be deemed to have waived notice thereof. Unless otherwise limited in the notice thereof, any business may be transacted at any regular committee meeting.

(b) A majority of the members of a committee who are entitled to vote shall constitute a quorum for the transaction of any business, and at any regular or special meeting such committee may exercise any or all of its powers by the affirmative vote of at least a majority of the members of such committee who are entitled to vote and who are present at such meeting.

(c) Any authorized action by a committee may be taken without a meeting in a writing signed by all the members of the committee who are entitled to vote.



Article V

Officers

Section 5.1 – Officers Designated. The members of the Corporation, at their annual meeting, or at a special meeting called for such purpose, shall elect a President, a Vice President, a Secretary and a Treasurer pursuant to the procedures in Section 3.5 and 4.2(a) of these By-Laws. In addition to the elected officers, the Governors may appoint in their discretion such other officers as the Governors see fit. The President, the Vice President, the Secretary and the Treasurer shall be chosen from among the Governors.

Section 5.2 – Term of Office. The elected President and Vice-President shall hold office for one (1) year. The elected Secretary and Treasurer shall hold office for two (2) years, the Secretary to be elected in an even year, the Treasurer to be elected in an odd year. Such officers shall hold office until the next annual meeting of the members (or the second annual meeting in the case of the Secretary and the Treasurer) and until their successors are elected and qualified, except in case of resignation, death or removal. The Board of Governors may remove any elected or appointed officer at any time with or without cause and may fill any vacancy in any office, however created.

Section 5.3 – President. The President shall preside at all meetings of the Board of Governors, exercise general supervision over the affairs of the Corporation, and shall perform such other duties as are usually incident to such office, or as may be prescribed by the Board of Governors. The President shall be chairperson of the Board of Governors and an ex-officio member of all committees, except the Nominating Committee. The President may sign all authorized instruments, contracts and other obligations in the name of the Corporation and shall have such other powers and duties as may be prescribed by the Board of Governors.

Section 5.4 – Vice-President. The Vice President shall perform the duties of the president in the latter’s absence or inability to perform and have such powers and duties as may be prescribed by the Board of Governors. The vice-president shall serve as chairperson of the Program Committee.

Section 5.5 – Secretary. The Secretary shall attend and keep the minutes of all meetings of the Board of Governors; shall keep such books as may be required by the Board of Governors; shall give all notices of meetings of the Board of Governors and of the members of the Corporation together with a brief statement of the purpose of such meeting; shall notify applicants of their election to membership in the Corporation; provided, however, that any persons calling such meetings may, at their option, themselves give such notice; and shall have such other powers and duties as may be prescribed by the Board of Governors.

Section 5.6 – Treasurer. The Treasurer shall have the responsibility for all funds, property and securities of the Corporation subject to such regulations as may be imposed by the Board of Governors; shall collect dues, fees and charges of any kind; shall deposit all funds of the Corporation in one or more accounts of a bank located and qualified to do business in the State of New York; shall make disbursements with the approval of the President; shall see that a true and accurate accounting of the financial transactions of the Corporation is made; shall, upon the expiration of his or her term of office, turn over to the successor Treasurer or the Board of Governors the property, books, papers and money of the Corporation in his or her hands; and shall have such other powers and duties as may be prescribed by the Board of Governors. All checks drawn against funds of the Forum shall be signed by the Treasurer and by either the President or Vice-President. The Treasurer shall render a financial report at the annual meeting of the Corporation and at any other time that may be determined by the Board of Governors. The Treasurer shall be responsible for the preparation and filing of all tax information returns and all other documents of a fiscal nature required by law to be filed by or on behalf of the Corporation.

Section 5.7 – Other Officers. All other officers of the Corporation, if any, shall have such powers and duties as may be prescribed by the Board of Governors.

Section 5.8 – Delegation of Duties. The Board of Governors is authorized to delegate the duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein.

Section 5.9 – Bond. Any officer or employee, if required by the Board of Governors, shall give bond in such sum and with such security as the Board of Governors may require for the faithful performance of his or her duties.

Article VI

Advisory Councils

The Board of Governors, in its discretion, may create and abolish Advisory Councils whose responsibilities shall be prescribed by the Board of Governors. The Board of Governors shall appoint, and may remove, with or without cause, the members of the Advisory Councils to serve such terms as it shall prescribe. Advisory Council members may, but need not, be Governors. Advisory Council members shall be entitled to be present in person, to present matters for consideration and to take part in consideration of any business by any council of which he or she is a member at any meeting of such council. Advisory Council members may be asked to report to and/or to attend meetings of the Board of Governors or any committee thereof, but non-Governor members shall not be counted for purposes of a quorum nor for purposes of voting or otherwise in any way for purposes of authorizing any act or transaction of business by the Board of Governors or any committee thereof.


Article VII

Indemnification

The Corporation shall indemnify every member, Governor, officer and every former member, Governor, officer of the Corporation and every person who is or has served at the request of the Corporation and in the name of the Corporation, as a member, director, officer, or trustee of another corporation, joint venture, trust or other enterprise to the fullest extent provided by, or permissible under, New York law. The indemnification rights under the preceding sentence shall include the right to be paid by the Corporation for expenses, including attorneys’ fees, incurred in defending any proceeding in advance of its final disposition if authorized by a majority vote of the Governors and if the person seeking such advance payment delivers to the Corporation an undertaking to repay the amount advanced. The indemnification provided for herein shall not be deemed to restrict the right of the Corporation to indemnify employees, agents, and others, and shall not be deemed exclusive of any other rights of indemnification that any person may have in any capacity as a matter of law, under any vote of the members or the Governors, under any agreement, or otherwise. The Corporation may purchase insurance to cover any of the indemnity obligations of the Corporation.

Article VIII

Fiscal Year

The fiscal year of the Corporation shall end on the 31st day of May in each year or on such other day as may from time to time be fixed by the Board of Governors

Article IX

Provisions In Articles Of Incorporation

These By-Laws are at all times subject to the provisions of the Articles of Incorporation of this Corporation, as amended from time to time. These By-Laws shall apply as the By-Laws of The Robert C. Rosenberg Memorial Fund except where an inconsistent provision would be inapplicable.

Article X

Annual Report

The Corporation shall prepare and submit an annual report to the members. The annual report shall contain the Corporation’s annual financial statements and a brief description of the major activities of the Corporation during the year.

Article XI

Amendments

These By-Laws may be altered, changed or amended in any respect or superseded by new By-Laws in whole or in part, by majority vote of the members of the Corporation, at any meeting called for that purpose.

Adopted by The Municipal Forum of New York, Inc. by action of its members on June 25, 1997.

Article XII

Official Publication

The website of the Corporation shall be the official publication and annual membership guide of the Corporation and the Municipal Forum Youth Education Fund.