American College of Commercial Finance Lawyers, Inc.

September 07, 2008

AMENDED BYLAWS OF AMERICAN COLLEGE OF COMMERCIAL FINANCE LAWYERS, INC.

ARTICLE I
NAME OF ORGANIZATION

The name of the association is American College of Commercial Finance Lawyers, Inc.

ARTICLE II
NATURE OF ORGANIZATION

American College of Commercial Finance Lawyers, Inc. is a professional association of lawyers particularly skilled and experienced in the handling of commercial matters and dedicated to the improvement and enhancement of the skill and practice of commercial finance law and the ethics of the profession. It is intended to bring together into an association highly qualified members of the profession who, by reason of their character, skill and ability, will contribute to the accomplishment and good fellowship of the College.

ARTICLE III
FELLOWS

3.1 Classes of Membership. There are three classes of membership: Fellows, Judicial/Professional Fellows and Emeritus Fellows.

a) Fellows. Only practicing lawyers, jurists and academics who are licensed to practice law in the United States, Canada or Mexico and are in good standing in the highest courts of their respective jurisdictions of Bar membership; and who meet to continue to meet the qualification requirements that are established from time to time by the Board of Regents of the College are eligible to be Fellows. The Fellows are those who have been elected and inducted into the College.

b) Judicial/Professional Fellows. A Fellow who is serving as a member of the judiciary is, during his or her incumbency in office, a Judicial Fellow with all the rights and privileges of Fellowship, but shall be relieved of the obligation to pay annual dues. Upon leaving judicial office, he or she shall be deemed a Fellow and shall cease to be a Judicial Fellow.

A Fellow who is serving principally in an academic position at a law school accredited by the American Bar Association or like national organization in his or her jurisdiction is, during his or her period of tenure in such academic position, a Professional Fellow with all the rights and privileges of Fellowship, but shall be relieved of the obligation to pay annual dues. Upon leaving such academic position, he or she shall be deemed a Fellow and shall cease to be a Professional Fellow.

c) Emeritus Fellows. A fellow shall be automatically admitted to the status of Emeritus Fellow at the beginning of the calendar year following the calendar years in which he or she attains the age of seventy years. A Fellow who is not automatically admitted to the status of Emeritus Fellow and who ceases to engage the active practice of law for reasons satisfactory to the Board of Regents shall, upon application and approval by the Board of regents in its discretion, be admitted to the status of Emeritus Fellow. In either case, an Emeritus Fellow shall have all the rights and privileges of Fellowship, but shall be relieved of the obligation to pay annual dues.

3.2 Membership Admission Standards.

a) The Board of Regents shall establish standards for membership in the College pursuant to written "Qualification Requirements and Procedures for Membership" (together with any amendments thereto, "Membership Requirements and Procedures").

b) No person otherwise qualified will be denied membership in the College by reason of such person's race, sex, religion, sexual orientation or national origin.

3.3 Limitation of Membership. Except upon unanimous vote of the Board of Regents, not more than one percent of the lawyers licensed to practice in any state or province may be elected as Fellows. Emeritus Fellows or a Fellow who is sixty-five or more years of age shall not be counted against this limitation.

3.4 Election to the College.

a) A lawyer eligible for election as a Fellow may be nominated by a nominating committee ("Fellows Nominating Committee"), which shall be appointed by the President as provided in Section 3.5 hereof. The Fellows Nominating Committee shall consider all proposals for nomination in accordance with Membership Requirements and Procedures of the College.

b) Nominations for Fellowship shall be made by the Fellows Nominating Committee in a written report to the President. Whenever practical, a nomination shall be acted upon by the Board of Regents at its next regular meeting.

c) In addition to acting upon nominations received from the Fellows Nomination Committee, the Board may, on its own initiative, nominate and elect the College an eligible lawyer who has not been nominated by the Fellows Nominating Committee, consistent with the standards for membership set forth in the Membership Requirements and Procedures of the College.

d) The affirmative vote of two-thirds of the Requests in attendance at a meeting of the Board is required to elect a nominee to the College. The Board may reconsider its decision to elect a nominee to the College at any time before the nominee is included into the College.

3.5 Fellows Nominating Committee. The President shall appoint a Fellows Nominating Committee and shall designate a member of the Fellows Nominating Committee to serve as Chair. The size and membership of the Fellows Nominating Committee shall be determined by the President, subject to requirements that all members of the Fellows Nominating Committee must be Fellows in good standing and at least one member of the Fellows Nominating Committee shall be a Regent from the Board of Regents. The Fellows Nominating Committee shall initiate nominations to the College, consider proposals for nominations, recommend to the Board of Regents rules and procedures to govern the nominating process and fulfill assignments made to it by the President or by the Board of Regents. Each member of the Fellows Nominating Committee shall be appointed for a one-year term.

3.6 Fees, Dues and Contributions.

a) The Board of Regents shall, from time to time, determine the amount of induction fee chargeable to each nominee to the College and the amount of annual dues and contributions chargeable to Fellows. Judicial Fellows, are not required to pay annual dues or contributions.

b) The calendar year shall be the fiscal year of the College. On or before February 1, the Treasurer of the College shall send each Fellow (other than Judicial Fellows, Professional Fellows and Emeritus Fellows), by first class mail, a statement of the dues payable by him or her for the next fiscal year, specifying that the dues are payable on receipt of the statement. If the dues of a Fellow for any fiscal year membership may be terminated by majority vote of the Board of Regents at its next regular meeting and his or her name shall not be included on the roster of Fellows of the College.

c) Promptly following induction, the Treasurer of the College shall send to each new Fellow, by first class mail, a statement of the amount of the induction fee, specifying that the fee is payable on receipt of the statement. If the fee is not paid within ninety days of receipt of such statement, his membership automatically terminates and his or her name shall not be included in the roster of Fellows of the College.

3.7 Annual and Other Meetings. The College shall hold an annual meeting and any other meetings at times and places selected by the Board of Regents. Meetings of the College may be called at any other time by the President or by the Board of Regents or upon written call signed by not less than twenty percent of the Fellows. At least ten days advance notice of the time and place of any meeting must be given by the Secretary by mail, postage prepaid, facsimile or electronic mail addressed to each Fellow at his or her address as listed in the roster of Fellows. The Fellows present at any business meeting of the Fellows constitue a quorum for the transactions of business.

3.8 Censure, Expulsion or Discipline of Fellows.

a) The right to censure, suspend, expel, call for resignation of or otherwise discipline any Fellow is vest in the Board of Regents.

b) Any Fellow may be censured, suspended, expelled or otherwise disciplined for misconduct in his or her relations with the College or for conduct discreditable to the College or the profession, injurious to the College or inconsistent with the purposes of the College.

c) When a Fellow is suspended or disbarred from the practice of law, he or she automatically ceases to be a Fellow of the College. Upon receipt of an authenticated copy of the order of suspension or disbarment, the Secretary shall forthwith remove the Fellow from the roll of Fellows.

d) The Board of Regents may refer any charges against a Fellow to a committee of the Board of Regents for investigation, hearing and report and may act upon the report of the committee without further evidence, notice or hearing. A Fellow charged with misconduct shall be given written notice of the nature of the charges against him or her and twenty days notice of the time and place at which he or she may have an opportunity to be heard in person or by a representative. The notice and charges shall be mailed to the Fellow at his or her address as it appears in the roster of Fellows. If the charges have been the subject of a report by a disciplinary committee of any bar association or court, the Board may censure, suspend, expel, or otherwise discipline the Fellow upon consideration of the report, without further evidence, hearing or report. The Board may in its discretion, suspend a Fellow pending hearing and final disposition of the charges of misconduct. While suspended, a Fellow has none of the rights or privileges of membership.

e) The Board of Regents may, in its discretion and upon such terms as it shall determine, reinstate the membership of a Fellow.

ARTICLE IV
THE BOARD OF REGENTS

4.1 Membership. The Board of Regents shall consist of the incumbent officers, the immediate past President and not less than twelve nor more than twenty-four members elected by the Fellows. The elected members shall be elected for four year staggered terms. The Regents Nominating committee as provided in Section 4.3 (a) shall determine the number of new members of the Board of Regents to be elected annually. Past Presidents shall be ex officio members of the board of Regents except that they shall not have the right to vote or be eligible for election as Regents.

4.2 Election and Terms of Office. At each annual meeting by the affirmative vote of a majority of those Fellows present and voting, Regents shall be elected for terms of four years to succeed Regents whose terms are expiring, and a Regent shall be elected to fill each unexpired term required to be filled under Section 4.5. Only Fellows in good standing at the time of the annual meeting are eligible for election to the Board of Regents.

4.3 Nomination.

a) At least thirty days before the annual meeting, the President shall appoint a nominating committee ("Regents Nominating Committee") of three (3) members to nominate candidates for election to the Board of Regents.

b) The Regents Nominating Committee may consider any Fellow for nomination. As soon as practical and not later than ten days before the annual meeting, the Regents Nominating Committee shall submit a written report of its nominations to the President. If a vacancy, either on the Board of Regents for a term not expiring at the annual meeting or on the list of nominees, arises after the Regents Nominating Committee has submitted its report, the Regents Nominating Committee as soon as practical shall submit a supplemental written report to the President of it nomination to fill the vacancy, and if practical, the President or Secretary shall notify the membership of the supplemental nomination prior to the annual meeting.

c) Nominations other than those by the Regents Nominating Committee may be made by petition addressed to the President and signed by not fewer than twenty Fellows. The petition should state that the Fellow nominated has agree to serve. It must be received by the President before the annual meeting. At the annual meeting, the Chairman of the Regent Nominating Committee shall announce the Regents Nominating Committee's nominations and the President shall announce any nominations by petition, which comply with the procedure described herein.

d) No nominations shall be made from the floor unless a resolution, providing that floor nominations be permitted upon that specific occasion, is adopted by a vote of not less than two-thirds of the Fellows entitled to vote in attendance at the annual meeting.

4.4 Quorum. A majority of the Board of Regents shall continue a quorum for the transaction of business at any meeting of the Board.

4.5 Vacancies. Vacancies on the Board of Regents shall be filled for unexpired terms by a vote of the Fellows at the next annual meeting of the College following the creation of the vacancy. The Board may appoint a Fellow to serve as Regent until the vacancy is filled by election.

4.6 Powers and Duties. The Board of Regents has the following power and duties:

a) To control the affairs and manage the College;
b) To adopt general rules and regulations for the qualifications and election of Fellows, subject to these Bylaws;
c) To fix induction fees, dues and contributions;
d) To create any executive and administrative offices that may be deemed necessary and to fill those offices;
e) To amend these Bylaws as provided in Section 6.1; and
f) To transact all other business for and on behalf of the College not otherwise provided for in these Bylaws.

4.7 Executive Committee. The Executive Committee shall consist of the President, President-Elect, immediate past President, Vice President, Secretary and Treasurer. The President shall be Chairman of the Executive Committee. During the intervals between meetings of the Board of Regents, the Executive Committee shall exercise all of the powers of the Board of Regents under this Article IV in the management of the business and the conduct of the affairs of the College, except the power to amend the Bylaws or fix induction fees, dues and contributions; the power under Section 3.8 (d) to refer charges against a Fellow; and where extraordinary circumstances require, the power under Section 3.7 to select a time and place of a meeting, but not other powers of the Board of Regents under Article III. The Executive Committee may not adopt rules or regulations in regard to any power that it may not exercise. All acts of the Executive Committee shall be reported to the Board of Regents at its next meeting.

4.8 Meetings. The Board of Regents shall meet before the annual meeting of the Fellows. Other meetings may be held at the call of the President or in the vent of his or her unavailability or inability to act, by the President-Elect. Each meeting of the Board of Regents shall be announced by a notice specifying the time and place thereof. The notice shall be given to each member of the Board by mail, postage prepaid, facsimile or electronic mail at least two days before the meeting at the address listed in the roster of the Fellows.

4.9 Telephonic Meetings. Any one or more members of the Board of Regents or a committee of the Board of Regents may participate in a meeting of the Board of Regents or of a committee through use of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear one another. Participation by such means shall constitute presence in person at the meeting.

4.10 Action by Consent. Any action required or permitted to be taken by the Board of Regents or a committee of the Board of Regents may be taken without a meeting if all members of the Board of Regents or the committee of the Board of Regents entitled to vote consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Regents or the committee of the Board of Regents shall be filed with the minutes of the College.

ARTICLE V
OFFICERS

5.1 Number. The Officers of the College shall be a President, a President-Elect, a Vice-President, a Secretary, a Treasurer and such other Officers as the Board of Regents shall determine.

5.2 Election and Terms of Office. Officers shall be elected by a majority vote of the Board of Regents at the meeting of the Board of Regents immediately before the annual meeting of the College. Only Regents or former Regents are eligible to become Officers. Officers shall serve for a term of one year or until their respective successors are duly elected. The President and President-Elect shall not be permitted to succeed themselves for the same office unless they have been filling an unexpired term of a predecessor.

5.3 Vacancies. All vacancies in office shall be filled by majority vote of the Board of Regents. Any officer appointed to a vacancy shall serve for the unexpired term of his or her predecessor.

5.4 Nominations of Officers. The past Presidents of the College shall serve as a Nominating Committee For Officers and shall make nominations for full terms of office as well as to fill vacancies. Not later than two weeks before the annual meeting of the College, the President shall designate a Chairman of the Nominating Committee For Officers from among its members. At the meeting of the Board of Regents held immediately before an annual meeting of the College, the Nominating Committee For Officers shall submit to the Board of Regents nominations for Officers in addition to the nominations submitted by the nominating Committee For Officers. When a vacancy occurs, the Nominating Committee For Officers, as constituted at the annual meeting at which the Officer was elected, shall submit a nomination to the Board of Regents at its first meeting held following creation of the vacancy.

5.5 Duties of President. The President of the College shall preside at all meetings of the College and at all meetings of the Board of Regents, shall serve as an ex officio member of all committees except the Nominating Committee For Officers, and shall discharge any other duties that are incident to the office or that the Board of Regents may require.

5.6 Duties of President-Elect. The President-Elect shall preside at all meetings of the College and at all meetings of the Board of Regents in the absence of the President, and shall discharge any other duties that are incident to the office or that the Board of Regents may require. In the event of the death, resignation, disqualification or disability of the President, the President-Elect shall discharge the duties and exercise the powers of the President for the remainder of the unexpired term, or in case of disability ending before the expiration of the term, until the disability is ended.

5.7 Duties of Vice-President. The Vice President shall preside at all meeting of the College and at all meetings of the Board of Regents in the absence of the President, or the President-Elect, and shall discharge any other duties that are incident to the office or that the Board of Regents may require. In the event of death, resignation, disqualification or disability of the President and the President-Elect, the Vice-President shall serve as President for the remainder of the unexpired term or in the case of disability ending before the expiration of the term, until the disability is ended.

5.8 Duties of Secretary. The Secretary shall keep the minutes of the meetings of the Fellows and of the Board of Regents; shall see that all notices are duly given in accordance with the provisions of these Bylaws; shall keep the records of the College; shall make any reports to the Executive Committee and to the Board of Regents that may be required from time to time; and shall discharge any other duties that are incident to the office or that the Board of Regents may require.

5.9 Duties of Treasurer. The Treasurer shall keep and maintain all financial records of the College and be responsible for the funds of the College, shall cause to be prepared and filed all tax returns for the College, shall make such reports as the Board of Regents may require, and shall discharge any other duties that are incident to the office or that the Board of Regents may require.

ARTICLE VI
AMENDMENT OF BYLAWS

6.1 Amendment. The Bylaws may be amended:

a) By vote of two-thirds of the voting members of the Board of Regents present at any regular or special meeting of the Board of Regents, provided that a written notice stating the subject of the proposed amendment and the date of the meeting was sent to each member of the Board of Regents by first class mail, postage prepaid, facsimile or electronic mail at least ten days before the meeting; or

b) By a majority vote of the Fellows present at any regular or special meeting of the College provided that the proposed amendment was included in the call of the meeting.

6.2 Record of Amendments. The Secretary shall keep a record of all amendments to the Bylaws.