ARTICLE I. PURPOSE OF CORPORATION

The purpose of the Corporation shall be as set forth in the Certificate of Incorporation and any amendments thereto.

ARTICLE II. MEMBERS

Section 1. Membership

Any person regularly engaged as a fixed income professional shall be eligible for membership in the Corporation.

Any eligible person who wishes to become a member of the Corporation must first:

• Complete the Corporation's membership application form and send it to the Chairperson of the Corporation's Membership Committee, and
• Be elected by a majority of the Board of Directors present at a meeting of the Board, if a quorum is present at such meeting.

No person shall be deemed a member of the Corporation unless he/she shall have been given notification from the Board of such election.

The Board of Directors of the Corporation may establish such other criteria for membership, including, but not limited to, standards relating to professional activities and ethical conduct and, a schedule of dues and initiation fees, as it deems appropriate.

Section 1.A. Regular Membership

This category of membership is open to all candidates who are regularly engaged as a fixed income professional. The Board of Directors shall fix the dues, as it deems appropriate.

Section 1.B. Associate Membership

This category of membership is open to all candidates under the age of 25 and are regularly engaged as a fixed income professional or be a retired member of the fixed income industry. The Board of Directors shall fix the dues, as it deems appropriate.

Section 1.C. Academic Membership

The Academic Member category has been established for faculty members of graduate and undergraduate programs at recognized universities and schools. The Board of Directors shall fix the dues, as it deems appropriate.

Section 1.D. Student Membership

The Student Membership category has been established for individuals currently enrolled full-time in business school programs. The Board of Directors shall fix the dues, as it deems appropriate. Annual dues include[s] complimentary meeting attendance.

Section 2. Maintenance of Membership

To retain membership in the Corporation, each new member elected after the date of the adoption of these By-laws must continue to meet the eligibility requirements contained in the first paragraph of Section One of these By-laws and all members of the Corporation, regardless of the date such persons first became members, must comply with such other criteria for membership, including, but not limited to, standards relating to professional activities and ethical conduct, and the payment of dues, as the Board of Directors may establish in order to retain their membership in the Corporation. The Board of Directors may vote to expel any member who fails to satisfy the requirements contained in Sections 1 and 2 of these By-laws or who shall violate any other criteria for membership as the Board of Directors may establish.

Section 3. Meetings

The Annual Meeting of members shall be held each year at the place, time and date by the end of June as may be fixed by the Board of Directors, or if not so fixed, as may be determined by the President of the Board. Special meetings of the members may be called by the Board of Directors or upon the request of ten members of the Corporation.

Section 4. Notice of Meetings

Notice of the place, date and hour of any meeting shall be given by e-mail or mail to each member entitled to vote at such meeting. Notice shall be given not less than ten days before the meeting, on a best efforts basis or as soon as practicable thereafter. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Proxies shall be sent with each notice of a meeting where a vote will be taken on any matter entitling the member to authorize another person or persons to act for him or her.

Section 5. Quorum of Members

At all meetings of members, one hundred members entitled to cast votes or one-twentieth of the total number of votes entitled to be cast, whichever is lesser, shall be a quorum for the transaction of business. The members present at a meeting may adjourn the meeting despite the absence of a quorum.

Section 6. Voting

At any meeting of the members, each member present in person or by proxy shall be entitled to one vote.

Section 7. Record Date

For the purpose of determining the members entitled to vote at any meeting of members, or for the purpose of any other action by the members, the Board of Directors may fix, in advance, a date as the record date for any such determination of members. Such record date shall not be more than fifty nor less than ten days before the date of such meeting.

Section 8. Action by Members

Except as otherwise provided by law or by these By-laws, the vote of a majority of members entitled to vote, if a quorum is present at such time, shall be the act of the members.

ARTICLE III. BOARD OF DIRECTORS

Section 1. Powers and Number

The Corporation shall be managed by its Board of Directors. The number of directors constituting the entire Board shall be no less than seven (7) nor more than fifteen (15). The Board of Directors shall have the power to increase or decrease their own number within the limits above specified by a resolution adopted by a majority of the entire Board. Directors must be members of the corporation. All Directors are responsible for solicitation of sponsors for the annual Hall of Fame Gala.

Section 2. Election and Term of Office

Directors shall be elected at the Annual Meeting of the members by vote of a majority of the membership present in person or by proxy. Directors shall be elected to hold office for a term of two (2) years, renewable indefinitely. Each director shall hold office until the expiration of the term for which he or she is elected and until the election of a successor or until his or her earlier death, resignation or removal.

Upon election to the Board, new Directors will be provided a summary of duties and responsibilities as a Board member.

Section 3. Vacancies

Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a special meeting which shall be called for that purpose. The election shall be held within thirty (30) days after the occurrence of the vacancy. The person so chosen shall hold office until the next Annual Meeting of members.

Section 4. Meetings

Meetings of the Board of Directors may be held at any place within or without New York State. Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting of members in June and at other times throughout the year as determined by the President. The President may, when he/she deems necessary, or the Secretary shall, at the request of three members of the Board, call for a special meeting of the Board.

Section 5. Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, a lesser number may adjourn the meeting to a later day. Notice of any adjournment of a meeting of the Board to another place or time shall be given to the directors who were not present at the time of the adjournment and unless such time and place are announced at the meeting, to the other members of the Board of Directors. No Director may vote by proxy at a meeting of the Board

Section 6. Electronic Transmission of Notices and Actions

All notices, waivers, consents, votes, resignations, and actions of any kind as may be required by these bylaws may be submitted either by traditional written means, or by email, facsimile, or similar electronic methods where there is reasonable certainty that such electronic means are a valid representation of the originating party’s wishes.

Section 7. Action by the Board; Unanimous Consent

Except as otherwise provided in these By-laws or by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall constitute the act of the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent to the adoption of a resolution authorizing the action. The resolution and the consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 8. Notice of Meetings

Notice of the time and place of each regular or special meeting of the Board, together with an agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be e-mailed to each director, at the email provided, two days before the day on which the meeting is to be held. Notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by e-mail or given personally or by telephone, no less than twenty-¬four hours before the time at which such meeting is to be held. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Such deadlines will be met on a best efforts basis or as soon as practicable thereafter.

Section 9. Absence

Any Director absent from three consecutive Board meetings shall, unless excused by the Board, be deemed to have resigned as a Director as of the adjournment of the meeting constituting the fourth consecutive absence. Directors in attendance should be given notice if Directors have had two consecutive absences.

Section 10. Removal of Directors

Any one or more of the Directors may be removed either with or without cause, at any time, by a vote of two thirds of the board of directors members present at any special meeting called for that purpose as long as a quorum of members is present at such meeting. Any director may be removed for cause by a majority vote of the entire Board, at any special meeting of the Board called for that purpose. All Directors must be given notice of such special meetings at least 48 hours in advance.

Section 11. Addition of Directors

From time to time it may be appropriate to consider the addition of a Director to the Board of Directors in advance of the Annual Meeting of the members in June. The President shall have the power to recommend the addition of a Director in advance of the Annual Meeting. The recommendation shall be subject to a vote by a majority of the entire Board of Directors at the next regularly scheduled meeting of the Board.

ARTICLE IV. OFFICERS

Section 1. Number

The officers of the Corporation shall be a President, Vice¬ President, Secretary, Treasurer, and Membership Chairperson. One person may hold more than one office in the Corporation except that no one person may hold the offices of President and Secretary. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity. Officers must be members of the Corporation, but need not be directors of the Corporation.

Section 2. Election and Term of Office

The officers of the Corporation shall be elected at the Annual Meeting of members by vote of a majority of the membership present in person or by proxy. Each officer may hold office for two consecutive (2) year[s] terms and until the election of a successor or until his or her earlier death, resignation or removal. An officer is eligible for re-election one year after the expiration of a second, consecutive, 2-year term.

Section 3. Employees and Other Agents

The Board of Directors may appoint from time to time such employees and other agents as it shall deem necessary, each of whom shall serve at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, as the Board of Directors may from time to time determine.

Section 4. Removal

Any employee or agent of the Corporation may be removed with or without cause by a vote of a majority of the entire Board of Directors.

Section 5. Vacancies

In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by a vote of the majority of the entire Board of Directors.

Section 6. Powers and Duties

Section 6.A. President

The President shall preside at all meetings of the members and of the Board of Directors, shall have general supervision of the affairs of the Corporation, and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she has the power to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Corporation, all contracts authorized either generally or specifically by the Board. He or she shall perform such other duties as shall from time to time be assigned by the Board of Directors. In order for the President to be an employee of the Corporation, the board must approve such action by a two-thirds vote of the entire board and produce a contemporaneous document in writing with the basis for board approval.

Section 6.B. Vice-president

The Vice—President shall have such powers and duties as may be assigned to him/her by the Board of Directors. In the absence of the President, the Vice¬ President shall perform the duties of the President. The Vice-President facilitates the nomination of Hall of Fame recipients by overseeing the proposal of candidates, the approval of the board and notification to the final candidates and management of the Hall of Fame Gala.

Section 6.C. Secretary

The Secretary shall be responsible for taking minutes at all meetings of the members and all meetings of the Board of Directors. He/she shall be responsible for the giving of and serving of all notices of the Corporation and shall perform all the duties customarily incident to the office of the Secretary, subject to the direction of the Board of Directors, and shall perform such other duties as shall from time to time be assigned by the Board of Directors. The Secretary shall maintain the Corporation's seal. The Secretary is responsible for ensuring that approved Board minutes are posted on FIASI’s website for at least one year.

Section 6.D. Treasurer

The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. At the Annual Meeting of the members and at each Board meeting, he or she shall render a statement of the Corporation's accounts. He or she shall at all reasonable times exhibit the Corporation's books and accounts to any officer or director of the Corporation and shall perform all duties incident to the position of Treasurer subject to the control of the Board of Directors, and shall, when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine.

ARTICLE V. COMMITTEES

Section 1. Creation, Types, and Terms

The board of directors may create such committees as it determines to be in the best interest of the corporation. The board of directors shall determine the duties, powers, and composition of such committees, except that the board shall not delegate to such committees those powers which by law may not be delegated. Committees shall be designated either as “committees of the board”, composed exclusively of directors; or as “committees of the corporation”, which may include directors and non-directors, provided however that a majority of each committee of the corporation must be directors and that any committee of the corporation shall not have the power to bind the corporation. All committees shall submit to the board of directors, at such meetings as the board may designate, a report of the actions and recommendations of such committees for consideration and approval by the board of directors. Except for the Nominating Committee whose terms are described in Article V, Section 3, committee members serve without limit of term. Any committee may be terminated at any time by the board of directors.

Section 2. Membership Committee

The Membership Committee, a committee of the board, shall review membership applications received by the Membership Chairperson and make recommendations to the Board of Directors concerning the approval or disapproval of applicants and the retention or expulsion of members of the Corporation, all based on the criteria set forth in these Bylaws and as established by the Board of Directors.

Section 3. Nominating Committee

Section 3.A.

Nominations for members of the Board of Directors shall be made by a Nominating Committee, a committee of the board, to be composed of five people. The President of the Board shall be an ex officio member of the Nominating Committee and he or she shall nominate the other four (4) members of the committee, all of whom must be members of the Corporation. Members of the Nominating Committee shall hold such position for two years and until the appointment of a successor or until his or her earlier death, resignation or removal.

Section 3.B.

The Board of Directors will approve the Nominating Committee composition at its December meeting. Directors shall notify the Board of their intention to step down from consideration.

Section 3.C.

Any member entitled to vote shall have the right to suggest for consideration by the Nominating Committee candidates for nomination to the Board of Directors and for any office thereof. The names and biographical information on any proposed nominee must be provided to the Nominating Committee no later than four months prior to the Annual Meeting of the members.

Section 3.D.

At least eight weeks prior to the Annual Meeting of the members, the Nominating Committee shall present to the Board of Directors its slate of candidates for election to the Board of Directors and a proposal for each officer position. The slate may include more than the number of available positions on the Board. The Board should discuss the support of the slate provided to the Nominating Committee.

Section 3.E.

No person may be a candidate for more than one position or office on the Board in any election. In those instances where the same candidate is selected by the Nominating Committee and the petition signed by ten members of the Corporation, as provided for in subdivision (c) of this section, the Nominating Committee shall have the sole discretion to determine which position or office on the Board for which the candidate shall run.

Section 3.F.

Notwithstanding any provision in these By-laws, no person shall be eligible to be a candidate for the Corporation's Board of Directors or any office thereof unless such candidate has been an active member of the Corporation for at least six months.

Section 3.G.

A listing of the candidates, along with a ballot and proxy, shall be sent to the members of the Corporation with the Notice of the Annual Meeting of the members.

Section 3.H.

Such deadlines will be met on a best efforts basis or as soon as practicable thereafter.

ARTICLE VI. CONTRACTS, CHECKS, BANK ACCOUNTS & INVESTMENTS

Section 1. Checks and Contracts

The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Corporation and shall determine who shall be authorized in the Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

Section 2. Investments

The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in investment vehicles such as (but not limited to) savings accounts or CDs, stocks, bonds or mutual funds, as the Board of Directors may deem desirable and consistent with prudent investment practices.

ARTICLE VII. OFFICE AND BOOKS

Section 1. Office

The office of the Corporation shall be located at such place as the Board of Directors may from time to time determine.

Section 2. Books

There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws, and all minutes of meetings of the members and of the Board of Directors.

ARTICLE VIII. FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors.

ARTICLE IX. INDEMNIFICATION

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or director of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties, and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending, or completed action, suit, or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors, and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. This Article constitutes a contract between the corporation and the indemnified officers and directors. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer or director under this Article shall apply to such officer or director with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE X. SEAL

A seal of the Corporation may be adopted by the Board of Directors containing the name of the Corporation, its year of incorporation and the state wherein it is incorporated.

ARTICLE XI. AMENDMENTS

These By-laws may be amended by the affirmative vote of a majority of the directors in office at any meeting of the Board or by a vote of two-¬thirds of the members of the Corporation present at a meeting duly called for the purpose of amending these By-laws, as long as a quorum is present at such meetings, providing notice of the proposed amendments has been included in the notice of meeting. Within thirty days after a Bylaw amendment is adopted by the Board, notice of such amendment shall be given to each member of the Corporation.