AMERICAN
ASSOCIATION OF ATTORNEY‑CERTIFIED
PUBLIC ACCOUNTANTS, INC.
Association By‑Laws
Includes Amendments adopted at the
following meetings:
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Miami
New Orleans
Boston
Puerto Rico
San Diego
Dallas
Reno
Houston
Las Vegas
Disney World
Aspen
Grand Teton National Park
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1966
1967
1969
1970
1972
1975
1979
1983
1984
1986
1995
2002
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St. Louis
San Francisco
Atlanta
Guadalajara
New York
Hawaii
Boca Raton
Chicago
Los Angeles
Mackinac Island
Park City
New Orleans
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1967
1968
1970
1971
1973
1977
1981
1984
1985
1989
2001
2007
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Palm Beach
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2012
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Las Vegas
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2013
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ARTICLE I
NAME AND PLACE OF BUSINESS
SECTION 1. NAME. The name of this corporation shall be
American Association of Attorney‑Certified Public Accountants, Inc.,
hereinafter sometimes called the "Association” or “AAA-CPA."
SECTION 2. The principal office
for the transaction of business of this corporation shall be at such address or
authorized virtual office as may be fixed from time to time by the Board of Directors.
SECTION 3. The Association may,
through vote of its Board of Directors from time to time, designate various
locations and offices to conduct and handle the business of this Association.
ARTICLE II
OBJECTIVES
The objectives of the Association shall be:
(A) To advance the professional
practices and interests of our members;
(B) To guide members in
understanding and observing the highest professional and ethical standards;
(C) To provide a legislative and
regulatory influence on issues important to our members;
(D) To safeguard the rights of
individuals who have qualified as both attorneys and certified public
accountants to practice either or both professions;
(E) To educate the
public as to the unique qualifications of our members.
(F) The objectives of this
Association do not contemplate the distribution of gains, profits, or dividends
to the members of the Association, and this Association is not organized and
shall not be operated for pecuniary gain or profit. In the event of dissolution, distribution
shall be made to organizations which qualify under section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (or the corresponding provisions of any future
Internal Revenue law).
ARTICLE
III
MEMBERSHIP
SECTION 1. There shall be five
classes of membership, to be designated as regular, honorary, international
associate, associate and student.
(A) REGULAR. Those persons qualified for regular
membership shall include any person who has at any time qualified as a
certified public accountant in any political subdivision of the United States,
and has who also qualified at any time to practice as an attorney at law in any
political subdivision of the United States.
For this purpose, the term "qualified" shall mean is or has
been certified as a certified public accountant (“CPA”) and is or has been
licensed as an attorney at law in any political subdivision of the United States. The Board of Directors shall have plenary
power to determine whether a person is or has been qualified as a certified
public accountant and/or as an attorney at law in any political subdivision of
the United States. The Board of Directors may approve different
dues levels for various sub-categories of regular members, including but not
limited to full time educators, government employees as well as create Benefactor,
Emeritus and .Life Memberships.
(B) HONORARY. Honorary members shall include such persons
as the Board of Directors, in its discretion, may designate, after due notice
of at least 30 days to each member of the Board of Directors, upon approval by
three‑fourths of the members of the Board of Directors, by ballot (by mail, fax
or email), or members present and voting at a duly called meeting Such honorary members shall have none of the
rights or duties of a member except the right to attend meetings and to be
identified as an honorary member.
(C) INTERNATIONAL ASSOCIATE. Those persons who have qualified as the
equivalent of a CPA and an attorney in the jurisdiction of any foreign country
or countries shall be entitled to become International Associate members of the
Association. International Associates
shall have all the rights and privileges of regular members and be subject to
the same dues as regular members. The
Board of Directors shall have plenary power to determine whether a person meets
the equivalency requirements for International Associates.
(D) ASSOCIATE. Any person who has qualified as a certified
public accountant or as an attorney, as determined by Article III, Section 1,
(A) and is pursuing the study of or qualifications for the other discipline
with the goal of obtaining dual qualification, may be admitted as an associate
member of this Association. Associate
members shall have the right to attend meetings but not have the right to
vote. The Board of Directors shall have
plenary power to determine whether a person is qualified for associate membership.
(E) Nothing in the foregoing Sub‑Sections shall
prevent the Board of Directors from denying admission to an otherwise qualified
prospective member when it shall be deemed in the best interest and welfare of
the Association.
ARTICLE IV
ADMISSION TO MEMBERSHIP
AND TERMINATION OF MEMBERSHIP
SECTION 1. Admission. Those
persons desiring membership shall apply by filing with the Secretary of the
Association an application for membership in such form as the Secretary may
prescribe. The
Secretary, Executive Committee, or Board of Directors may examine the
qualifications of the applicant by verifying the qualifications for membership
of the applicant in such a manner as may be deemed appropriate.
SECTION 2. Expulsion/Suspension. The Board of Directors
of the Association shall have the right to expel or suspend (for a period of
time in the discretion of the Board of Directors) any member, for good cause,
provided however, that such member shall be given at least 60 days prior notice
by the President of intention to expel or suspend, and such member shall have
the opportunity to present arguments in writing to the Board of Directors, who
shall then give due consideration to such arguments. Without limiting the
circumstances under which the Board of Directors may expel or suspend a member,
a notice of intention to expel or suspend shall be sent by the President of the
Association to any member whose license to practice law or accounting is
revoked or suspended for any period in excess of one year by any Federal or
State Court in the United States or by any State, or whose right to practice
before the Internal Revenue Service or Securities and Exchange Commission is
revoked or suspended for any period in excess of one year. The previous
sentence shall not be applicable in the case of any disciplinary action
resulting directly from the dual practice of law and accounting, insufficient
continuing education hours or the non-payment of dues or assessments. A member
who has been expelled may apply for reinstatement directly to the Board of
Directors upon expiration of two years from the date of expulsion. Such member
may be reinstated upon approval by three-fourths of the Board of Directors
present and voting.
SECTION 3. Failure to pay
dues. Any member failing to pay annual
dues within three months after the date of mailing of notice of dues by the
Treasurer to the members may be suspended after notice to said member, and may be
reinstated upon payment of all dues or upon remission thereof.
ARTICLE V
ADMISSION FEES, DUES AND CERTIFICATE OF MEMBERSHIP
SECTION 1. Admission fees. There
shall be no admission fee.
SECTION 2. The Board of Directors
may establish from time to time a variable dues structure for each of the
classes of membership established herein.
The current year variable dues structure shall be attached as an exhibit
to the By‑Laws. Such portion of each
dues payment, as established by the Board of Directors from time to time may be
credited and paid on demand to that state or local chapter in which the
particular member resides if demanded within a three year period from credit at
the discretion of the Executive Committee.
SECTION 3. Lifetime
membership. A regular member may become
a member for life by the payment of a nonrefundable lifetime membership
fee. The amount of the fee and the terms
of payment thereof shall be established by the Board of Directors from time to
time.
All fees received from lifetime memberships shall be kept and recorded
as segregated in a separate life membership fund, from which annually the
Treasurer shall transfer to the general fund an amount for life members as
mathematically determined by the Board of Directors. State and local chapters may receive their
allotted portion of the annual dues paid from the life membership fund at the
discretion of the Executive Committee.
Upon the affirmative vote of three‑fourths of the Board of Directors
present and voting the principal of the separate fund established hereunder may
be disbursed for general or specific purposes set out in said vote.
SECTION 4. Certificates of
Membership. A certificate of membership,
suitable for framing, in such form as may be prescribed by the Board of Directors,
may be issued to each member upon admission into the Association. Said
certificate of membership shall designate whether the member is a regular or
honorary member.
A certificate of lifetime membership, suitable for framing, in such form
as may be prescribed by the Board of Directors, may be issued to each lifetime
member upon such member meeting the requirements set forth in Section 3 of this
Article.
An annual certificate or card in such form as the Board of Directors may
prescribe may be issued annually to each member upon payment of annual dues.
ARTICLE VI
AFFILIATES
SECTION 1. Persons who do not qualify for any category of
membership in Article III shall be eligible to become Affiliates of the
Association if they meet any of the requirements set forth below. Affiliates
of the Association shall have the right to attend meetings but not have the
right to vote. The Board of Directors may deny Affiliate
status to any person when it is deemed in the best interest and welfare of the
Association. The Board of Directors may
establish from time to time a variable fee schedule for each of the classes of
Affiliates described below. The current year fee schedule shall be
attached as an exhibit to the By-Laws.
SECTION 2. The categories of Affiliates shall be the
following:
(A) AFFILIATE:
any person who is one:
(a) a Member of
at least one Synergy Summit Group (an alliance of financial and legal services
organizations) OR
(b) a Current member of a State Bar OR
(c) a Currently licensed CPA in at least one state
AND has earned
any one or more of the following credentials:
Certified Financial Planner (CFP)
Chartered Financial
Analyst
(CFA)
Accredited Estate Planner (AEP)
Accredited in
Business Valuation (ABV)
Chartered Advisor in Philanthropy
(CAP)
Certified Valuation
Analyst (CVA)
Certified Trust and
Financial Advisor (CTFA)
Personal Financial Planner (PFP)
Personal Financial Specialist (PFS)
Master of Science in Taxation (MST)
Masters of Law (LL.M.)
Board certified by a State Bar in Taxation or Estate Planning
(B) EDUCATOR
AFFILIATE: any person who teaches in either the law or accounting
departments of an accredited college or university.
(C) UNDERGRADUATE
STUDENT AFFILIATE: an undergraduate student with a focus on either accounting
or law for a period not to exceed five years.
(D) GRADUATE
STUDENT AFFILIATE: A graduate student with a focus on either accounting or
law for a period not to exceed five years.
ARTICLE VII
MEETINGS OF THE ASSOCIATION
SECTION 1. Annual membership
meeting of the Association. A meeting of
all members of the Association shall be held once per year. This meeting shall be designated the annual
meeting. It shall be held at such date
and place as the Executive Committee shall select. Written notice of such meeting shall be given
to all members of the Association at least thirty days prior to such meeting.
SECTION 2. Special membership
meetings. Special membership meetings
shall be held at such place and date as the Executive Committee shall select. At least fourteen days prior to such meeting, such
meeting shall be preceded by a written notice to all members of the Association
.
SECTION 3. Special meetings. The President of the Association shall have
the power to call a special meeting of the general membership at any time or
place as he/she shall, in his/her sole discretion, deem appropriate. Said meeting shall be preceded by a written
notice to all members of the Association at least seven days prior to said
meeting.
ARTICLE VIII
OFFICERS AND DIRECTORS
SECTION 1. Officers. The Association shall have a President, a
Vice‑President, a Secretary, a Treasurer and an Assistant Secretary-Treasurer.
SECTION 2. Board of
Directors. The Association shall have a
Board of Directors made up of members in good standing who are: the Officers,
all Past-Presidents, one Director from each recognized state or local chapter which
Director shall be chosen by such recognized state or local chapter, and six
additional Directors‑at‑Large who shall be elected by the members of the
Association, at the annual meeting. In
addition, the Board of Directors may, in their discretion, elect two Directors‑at‑Large,
at any regularly called meeting of the Board of Directors immediately following
the announcement of the results of the election of Directors‑at‑Large by the
membership.
SECTION 3. Directors by
Attendance. In addition, any member of
the Association in good standing who attends any two (2) consecutive meetings
of the Board of Directors shall automatically be elected to the Board of
Directors of the Association as of the next meeting of Board of Directors if
such member be present, and shall continue a Director unless and until absent
from any two (2) subsequent consecutive Board of Directors’ meetings.
(A) Such Directors shall have all
the rights, privileges and obligations as other duly elected Directors.
(B) If any state or local chapter
shall have more than ten (10) Directors present and serving on the Board of
Directors at any time, then, upon request of any member of the Board of Directors,
there may be imposed a limit of ten (10) votes, through the unit or block
voting, or by ruling of the chairman.
SECTION 4. Vacancies. Vacancies in any office or Directorship shall
be filled by the Board of Directors, and each Officer or Director so appointed
shall hold office until the election and installation of his/her successor. This Section shall not apply to the Directors
chosen by each recognized state or local chapter.
SECTION 5. Designated State Directors. At any regularly called meeting of the Board
of Directors, when it is deemed to be for the best interest of this
Association, the Board of Directors may designate as state Director, in
addition to all other Directors, a member of this Association who is resident
in a state which has not qualified as a state organization. Such state Director shall have all the
privileges of a Director at Directors' meetings.
SECTION 6. Honorary Past-President. When, in the opinion of three‑fourths of the
members of the Board of Directors present and voting at any regular or duly
called meeting, a member of this Association shall be deemed to have rendered
outstanding and unique service to this Association and to his/her community by
his/her activities, such a member may, upon motion duly made and seconded, be
nominated as an Honorary Past-President and elected by the vote of
three-fourths of the members of the Board of Directors present and voting as
such. Such Honorary Past-President shall
have all the rights and privileges of any other Past-President of this Association,
and not by such election be deemed to lose any other rights and privileges he/she
might otherwise have. This Section shall
have the further requirement that the name of such member shall be first
submitted in writing to each member of the Board of Directors at least 30 days
prior to the date of any regular or duly called meeting of the Board of
Directors.
SECTION 7.
Only regular members may serve as Officers or serve on the Board of
Directors.
ARTICLE IX
SELECTION OF OFFICERS
SECTION 1. Selection of
President. The President shall be
succeeded by the Vice-President without vote of the Board of Directors.
SECTION 2. Selection of other Officers. The Vice‑President, the Secretary, the
Treasurer and the Assistant Secretary-Treasurer shall be selected by the
incoming Board of Directors as hereinafter provided in this Article. The Vice-President shall not be a member of
the same state or local chapter as the President, the Treasurer shall not be a
member of the same state or local chapter as the Vice-President, the Secretary
shall not be a member of the same state or local chapter as the Treasurer and
the Assistant Secretary-Treasurer shall not be a member of the same state or local
chapter as the Secretary.
SECTION 3. Limitation on the
right to hold office based upon geographic distribution. In addition to those restrictions enumerated
in the foregoing Section of this Article, at no time may more than three Officers
be members of the same state or local chapter.
SECTION 4. Selection of
Nominating Committee. The Nominating Committee
shall consist of the second most recent Past‑President, who shall act as chair,
the most recent Past‑President, and three other members, none of whom shall be
an Officer. The three other members
shall thereby become ineligible to be candidates for office in the election at
the annual meeting to be held the same year.
In the event that either or both of the two immediate Past‑Presidents
are unwilling or unable to serve, the next most recent Past‑President or Past‑Presidents
shall become members of the Nominating Committee with the most recent Past-President
then becoming chair of the Committee.
The Nominating Committee shall serve until the close of the Board of
Directors’ meeting held in conjunction with the annual meeting of the
Association. The three other members of
the Nominating Committee shall be selected by the President with the approval
of the Executive Committee. No member of
the Nominating Committee shall be a member of the same state or local chapter as
another member of the Nominating Committee.
SECTION 5. Meeting of Nominating
Committee. The Nominating Committee
shall meet prior to the Board of Directors’ meeting held in conjunction with
the annual membership meeting, and deliberate and select its nominations for
Vice‑President, Secretary, Treasurer and Assistant Secretary-Treasurer.
SECTION 6. Nominations by
Nominating Committee. The Nominating
Committee shall certify by a report, filed with the Secretary of the Association
in connection with the Board of Directors’ meeting held in conjunction with the
annual membership meeting, its nominations for Vice‑President, Secretary, Treasurer
and Assistant Secretary-Treasurer, and that the nominees have consented to
serve if elected.
SECTION 7. Independent
nominations. An independent nomination
for an elected Officer may be made by petition filed with the Secretary of the
Association before the Board of Directors’ meeting held in conjunction with the
annual membership meeting. The petition
shall be signed by at least five (5) members of the Association, other than the
nominee, no two of which come from the same state, and shall certify that the
nominee has consented to serve if elected.
SECTION 8. Election without
ballot. When there are no other
nominations for an elected Officer than the nomination made by the Nominating Committee,
the nominee shall be deemed automatically elected at such Board of Directors’
meeting with no motion required.
SECTION 9. Election with ballot. When there are nominations for an elected Officer
other than the nomination made by the Nominating Committee, election by ballot
shall then be conducted at such Board of Directors' meeting.
SECTION 10. Removal of
Officers. When it is deemed to be in the
best interest of the Association, the Board of Directors may remove any Officer,
with or without cause, by a two‑thirds affirmative vote of the Directors
present at such meeting. Notice of
intent to consider removal of an Officer must be given to all Officers and Directors
at least 30 days prior to the date of any regular or duly called meeting of the
Board of Directors.
ARTICLE X
DIRECTORS-AT-LARGE
SECTION 1. Time. The Association shall hold a regular annual
election for the Directors‑at‑Large of the Association at least sixty days
prior to the annual membership meeting.
SECTION 2. Nominations. Nomination for the position of Director‑at‑Large
may be made in writing by any member of the Board of Directors at least thirty days
prior to the election
SECTION 3. Method of
election. The election shall be
conducted by mail, fax, or email under the direct supervision of the Secretary
of the Association.
SECTION 4. Ballots. A ballot containing the names of the nominees
for the Directors‑at‑Large together with six blank "write in" spaces
following the names of the nominees shall be mailed, faxed, or emailed to each
member in good standing of the Association.
The ballot shall list the names in alphabetical order and shall designate
the state or of the candidate. Each member
shall have six votes on the ballot.
SECTION 5. Counting. Immediately upon the close of balloting, the
votes shall be counted by a committee of at least three members to be appointed
by the President, and the result shall be reported to the President in writing.
SECTION 6. Votes to elect. The six nominees receiving the most votes
shall be elected. No more than two of
the six Directors‑at-Large may be from the same state or local chapters. In the event more than two nominees from a
state or local chapters are among the six nominees receiving the most votes only
the two nominees from such state or local chapters receiving the highest number
of votes shall be elected with the remainder of the Director-at-Large Positions
filled by the nominees from other state or local chapters having the most
votes.
ARTICLE XI
BOARD OF DIRECTORS
SECTION 1. Powers
and duties. The Board of Directors shall
(i) oversee the affairs of the Association, subject to and in accordance with
the Articles of Incorporation and these By‑Laws, (ii) institute and maintain
all necessary actions and proceedings which may be necessary or proper to carry
out the will or objectives of the Association, and (iii) perform such other
duties as may be prescribed by these By‑Laws or resolutions of the Association. The Executive Committee
shall act for the Board of Directors between Director meetings and manage the
day to day operations of the Association with the Articles of Incorporation and
these By‑Laws. The Association may hire employees
or independent contractors to assist them in the performance of ministerial
duties. No Officer or Director shall
receive any compensation for his/her services rendered as an Officer or Director.
However, this will not limit the
authority of the Association to reimburse Officers and Directors for out‑of‑pocket
expenses in connection with the performance of their duties, including Executive
Committee expenses of attending regular Board of Directors’ meetings. The Board of Directors may at its
discretion recognize outstanding achievement by Attorney-CPAs by presenting The
Louis S. Goldberg Memorial Award for Outstanding Achievement.
SECTION 2. Action by the Board of
Directors. (a) Manner of Acting. The act of a majority of Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by statute, the Articles
of Incorporation or these By-Laws. Any
action taken at a meeting of the Board of Directors may be taken without a meeting
if a consent in writing, setting forth the action so taken, is signed by a
majority of all the Directors entitled to vote with respect to the subject
matter thereof, provided written notice of the proposed action is given to each
Director in the manner and within the time prescribed for giving notice of
Special Meetings of the Board of Directors.
Should Board of Directors members vote by mail, email, telephone, or fax,
any action taken by them pursuant to such vote shall have the same force and
effect as though said vote or action were taken at a meeting at which they were
present.
(b) Attendance by Telephone.
Directors may participate in any meeting through the use of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.
SECTION 3. Quorum. fifteen (15)
members of the Board of Directors shall constitute a quorum of the Board of
Directors, whether voting at any regular meeting or acting by mail, email, telephone,
or fax.
SECTION 4. Board of Directors’ Regular
Meetings. The Board of Directors shall
meet twice per year and shall keep a record of its proceedings. These meetings shall be designated the
mid-year meeting and the annual meeting.
The meetings must be held at least 15 weeks apart. The annual meeting shall be held in
conjunction with the annual membership meeting of the Association. The Board of Directors shall meet at such
date and place as the Executive Committee shall select and the Board approves. At least thirty days prior to such meeting,
written notice of such meeting shall be given to all members of the Association. Any member of the Association shall have the
right to attend any meeting of the Board of Directors and express his/her views
on subjects brought before the Board of Directors. No member may vote at a meeting of the Board
of Directors unless he/she is a Director.
SECTION 5. Reports. The Executive
Committee shall report in writing at each meeting of the Board of Directors, as
to all actions, proceedings and recommendations and resolutions adopted by it since
the last meeting. The Board of Directors shall ratify or revoke such actions
and resolutions.
SECTION 6. Special Meetings of
the Board of Directors. Special Meetings
of the Board of Directors may be called by or at the request of the President,
the Executive Committee, or a majority of the Board of Directors. The President, with the advice and consent of
the Executive Committee, may fix any place and a time during normal working
hours as the place and time for any Special Meeting. Notice of any Special Meeting of the Board of
Directors shall be given by the Secretary at least 10 days prior thereto by
written United States mail notice at the address shown for such Director on the
Associations’ records or, if email address for the Director is made known to
the Secretary, by email notice. Such
notice shall be deemed delivered when deposited in the United States mail with proper
postage affixed, or if by email, when sent (following direction by the Director
allowing email notice) to the Director’s email address shown on the
Associations’ record.
ARTICLE XII
DUTIES OF OFFICERS AND TERM OF OFFICE OF OFFICERS AND
DIRECTORS
SECTION 1. The term of office of
any Officer or Director shall be for the period of one year commencing with his/her
election, or until his/her successor has been elected or selected. This period of one year shall not limit the
right of any Director or Officer to be re‑elected or re‑appointed.
SECTION 2. President. It shall be the duty of the President to
preside at each meeting of the Association, to appoint the standing committees
provided for in the By‑Laws, and such special committees and delegates as may
from time to time seem best, or which may be provided for by action of the
Board of Directors of the Association. The
President shall have the primary responsibility for administering the policies
of the Association as established by its Articles of Incorporation and By‑Laws,
and by the Board of Directors, including, but not limited to, primary
responsibility for directing, and, so far as need be, supervising the
performance of all phases of the Association's activities, and have such other
powers and perform such other duties not inconsistent with said Articles of
Incorporation and By‑Laws as are usually possessed or exercised by presiding Officers. The President shall be Chairman of the Board
of Directors and the Executive Committee.
SECTION 3. Vice‑President. The Vice‑President shall assist the President
in the exercise of his/her duties, and shall perform such duties in the absence
of the President. The Vice-President
shall perform such other duties as may be assigned by the Association, the
Board of Directors, the Executive Committee, or the President.
SECTION 4. Treasurer. The Treasurer shall have overall
responsibility for the books and records of the Association. In so doing, he/she shall make certain that
funds are collected and dispersed in accordance with the policies and budgets
adopted by the Board of Directors and the Executive Committee. The books and records shall be open to the
inspection of any member of the Board of Directors. At the annual meeting, the Treasurer shall
make a full report of the receipts and disbursements of the past fiscal year
and for the first six months of the current fiscal year, suitably classified,
and of all outstanding obligations of the Association with an estimate of the
resources and probable expenses of the coming year, and the Treasurer may make
any suggestions pertinent thereto that he/she may deem proper. The Treasurer’s report on the past fiscal year
may be audited, reviewed, or compiled prior to each annual meeting by an
auditor or CPA to be selected by the Executive Committee. The Treasurer shall perform such other duties
as may be assigned by the Association, the Board of Directors, the Executive
Committee, or the President.
SECTION 5. Secretary. It shall be the duty of the Secretary to keep
a record of the proceedings of all meetings and votes of the Association, the
Board of Directors, and the Executive Committee, and a record of all matters of
which a record shall be ordered by the Association, the Board of Directors, the
Executive Committee, or the President. The
Secretary shall mail, email, or fax notices of meetings, keep a roll of all
attorney‑CPAs in the United States, whether or not they are members, and shall
keep a record of the name and address of all members of the Association,
showing the dates when they became members and the cause and date of termination
of membership of such persons who shall cease to be members. The Secretary shall perform such other duties
as may be assigned by the Association, the Board of Directors, the Executive
Committee, or the President.
SECTION 6. Assistant
Secretary-Treasurer. The Assistant
Secretary-Treasurer shall assist the Secretary and the Treasurer in the
exercise of their duties and shall perform such duties in the absence of the
Secretary and/or Treasurer. The Assistant
Secretary Treasurer shall perform such other duties as may be assigned by the
Association, the Board of Directors, the Executive Committee, or the President.
ARTICLE XIII
COMMITTEES
SECTION 1. Executive Committee.
(A) Composition and purpose. The Executive Committee shall consist of not
more than 9 members, the purpose of which shall be to manage the day to day
operations of the Association, to facilitate and assure the execution of the
policies and programs of the Association, and to assist in the performance of
the duties of the Officers.
1. The Executive Committee shall
have all of the rights, powers and authority of the Board of Directors in
between meetings of the Board of Directors.
2. The Executive Committee shall
not impinge upon the rights, powers or privileges of the Board of
Directors. The Board of Directors may
approve, disapprove, limit, extend, or reverse any action of the Executive Committee. The Executive Committee shall render a report
of its adopted resolutions and recommendations for action at each Board of
Directors’ meeting.
(B) Meetings. The President or Vice-President shall have
the power to call a meeting of the Executive Committee at any time or place
that he/she may deem appropriate.
(C) Membership. The Executive Committee shall be composed of
the Officers of the Association and the immediate Past-President and other Past
Presidents who indicate annually in writing that they wish to serve on the
Executive Committee. When, however, Executive
Committee membership reaches and stands at 9 in number, thereafter the President
shall select which of the Past-Presidents shall be a member of the Executive Committee. If no Past President submits a written request that they wish to serve on
the Executive Committee, the President shall make such selection.
(D) Performance of Officer’s
Duties. When a majority of the Executive
Committee believes that an Officer is not performing the duties of such Office,
the Executive Committee may by resolution temporarily or permanently assign
such duties to itself or to any one or more of its members. Any Officer may request such re-assignment of
duties, or if not requested by the Officer, such Officer shall receive thirty
days notice prior to the Executive Committee voting on such re-assignment of
duties. Such resolution may be
suspended, modified, or revoked by majority of the Executive Committee upon ten
days notice to the members of the Executive Committee.
SECTION 2. Other Committees. The Association shall have standing committees
to be known by the names, and to have the functions as are hereinafter set
forth. The Board of Directors, the
Executive Committee or the President may, from time to time, designate other
standing and special committees, either in lieu of or in addition to those
hereinafter provided in this Article, and may direct the disbanding and
discontinuance of any standing or special committee, and may delegate to any
committee all or any of the functions of any standing or special committee of
the Association. The committees shall be
composed of such number of members as the President shall determine and members
shall be appointed to the committees annually by the President, as soon after
his/her election as is practicable, and shall continue in office until the next
annual meeting after the appointment and until successors are appointed. Any vacancies occurring during the year shall
be filled by appointment by the President.
SECTION 3. Committee
Governance. Each committee shall have
the power to fix its own times and places and methods of meetings, and to adopt
rules for its own governance and proceedings consistent with the Articles of
Incorporation, these By‑Laws, and the directions of the Association. Each committee shall keep a record of all its
proceedings, and shall forward a committee report semi‑annually, to the Vice‑President. A majority shall constitute a quorum at
meetings of committees.
SECTION 4. The standing
committees shall be as follows
MEMBERSHIP COMMITTEE
The Membership Committee will (i) ensure that programs are in place to maintain
and increase the Association’s membership and (ii) ensure that the needs of the
members are being fulfilled through the implementation of programs and
services.
MEEETINGS AND EDUCATION COMMITTEE
The Meetings and Education Committee shall oversee the meetings of the
Association, subject to the approval of the President, and shall make the arrangements
for the Association’s meetings and education programs. The Meetings and Education Committee when
feasible shall appoint a local chair to assist in the planning of each
meeting. The selections of the
geographical location of the meetings are subject to the approval of the
Executive Committee and the Board of Directors.
DUAL RIGHTS COMMITTEE
The Dual Rights Committee shall review complaints and submit proposals
to the Board of Directors for the purposes of determining the policies of this
Association as to those matters which might affect the members of this Association
in connection with their maintaining licenses as attorneys and/or certified
public accountants.
CHAPTER & REGIONAL DEVELOPMENT COMMITTEE
The Chapter & Regional Development Committee shall assist in the
formation and operation of state and local chapters of attorney-certified pubic
accountants. It shall also assist the
state and local chapters in arranging and operating regional meetings.
FINANCE COMMITTEE
The Vice-President shall chair the Finance Committee which shall also
consist of the Treasurer, and the Assistant Secretary-Treasurer and such other
members as may be designated by the President or Treasurer. The responsibilities of the Committee will include
audit and governance issues as well as preparing and proposing the annual
budget.
THE AMERICAN
COLLEGE OF ATTORNEY-CERTIFIED PUBLIC ACCOUNTANTS COMMITTEE
The Board of Directors has established the American
College of Attorney-Certified Public Accountants to provide status designations
to members of the Association for significant professional education obtained
through Association sponsored education programs. Tiers of status shall recognize members for
hours of professional education credits obtained through Association education
programs within certain consecutive year periods as provided in the rules,
standards and procedures developed and implemented by the standing committee
for the American College of Attorney-Certified Public Accountants and approved
by the Board of Directors. Status
designation shall be held for life so long as the designee is a member in good
standing of the Association.
ARTICLE XIV
STATE AND LOCAL CHAPTERS
SECTION 1. A state
or local chapter (whether or not separately incorporated) is defined as a
chapter which subscribes to these By‑Laws and includes fifteen or more members
from a state or local region who are members of this Association. A region shall consist of all or part of a
state or a group of states or any foreign jurisdiction which is defined from
time to time by the Board of Directors.
No state or jurisdiction or a portion thereof shall be part of more than
one region.
SECTION 2. The term "members
of state or local chapters" shall include those persons who are members of
the Association who reside in a state in which there is a state or local
chapter, whether or not such state or local chapter is active.
SECTION 3. The foregoing Section
shall not prevent the Board of Directors, when it deems recognition of state or
local chapters to be in the best interests of this Association, to vote to
recognize a state or local chapter with less than fifteen members but having at
least ten members, as defined in Section 1 of this Article.
ARTICLE XV
AMENDMENTS TO BY‑LAWS AND GENERAL PROVISIONS
SECTION 1. By the Board of Directors. These By‑Laws may be amended at any annual or
special meeting of the Board of Directors by a two‑thirds vote of the Board of
Directors present and voting. No prior
notice need be given to the general membership of amendments by the Board of
Directors.
Amendments may also be made by two‑thirds vote of the Board of Directors
by mail, fax or email, with only votes cast within a thirty‑day period from
date of mailing, faxing, or emailing by the Secretary only being valid for such
purpose.
Proposed amendments submitted to a Board of Directors meeting may be
further amended or changed by a vote of two‑thirds of those Directors present
and voting.
SECTION 2. Forms of
Notice. Whenever a notice or something written
is required under the provisions of these By-Laws, the notice or the writing
may be provided via mail, fax, or email.
With respect to notices or writings required to be provided to members,
such notices or writings shall be provided to the last known address, fax
number, or email address on record with the Association, by the member’s preferred mechanism for receiving such notices.
The foregoing By‑Laws as amended, replacing all prior versions of the
Association By-Laws, are hereby adopted, ratified and confirmed by the Board of
Directors in Las Vegas, NV on this November __, 2013.
__________________________________________
Brian Yacker, Secretary
ATTACHMENT A
Dues Schedule effective October 1, 2013
REGULAR MEMBERSHIP
(including International
Associates)
First Year of Membership, per
year $ 125.00
per year
Second and following years, per
year $ 250.00 per
year
LIFE MEMBERSHIP
Over 65 (at time of
purchase) $
2,750.00 (single payment)
Under 65 (at time of purchase) $
4,750.00 (single payment)
SPECIAL MEMBERSHIPS
Retired Member $
125.00 per year
Educator/Government Employee Member
(not practicing as an Attorney or
CPA) $ 80.00 per year
Associate Member $
40.00 per year
Student Member $
40.00 per year
Honorary Member/Emeritus Member
(80 years of age and paying
member 20 yrs.) Dues Waived
ATTACHMENT B
Affiliate Fee Schedule effective October 1, 2012
Annual
Payments
Affiliate $295.00
Educator Affiliate
95.00
Graduate Student Affiliate
40.00 up to 5 years
Undergraduate Student Affiliate Waived
up to 5 years