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MSCPA Bylaws |
ARTICLE I -
Name and Purpose
Section
1. The name of this
corporation shall be The Mississippi Society of Certified Public Accountants.
Section
2. The Mississippi Society
of Certified Public Accountants is the sole professional Society representing
Certified Public Accountants in the State of Mississippi serving as the state
advocate for Certified Public Accountants working or residing principally in
the State of Mississippi and providing its members with resources, education,
information, and leadership so that they may act in the highest ethical and
professional manner for the benefit of clients, employers and the public.
ARTICLE II -
Membership
Section
1.
The Society shall
have the following classifications of membership:
(a) a regular member shall:
1. be a certified public accountant under the laws of any
state, District of Columbia, or territorial possession of the United States
2. enjoy all rights and privileges of membership, including the
right to vote and hold any office within the Society organization.
(b) a
non-resident regular member is a regular member who resides and works
outside Mississippi with voting privileges but no rights to hold elected
office;
(c) a life
membership shall be granted to a
member who has reached the age of 65 years or upon substantial retirement from
his/her full-time occupation and who has been a member of the Society for a
minimum of twenty-five (25) years, upon his/her notification to the Society
that the requirements of this classification have been met. Life members shall
be exempt from paying dues, beginning with the next fiscal year of the Society
after having been granted life membership and retain full voting rights and may
hold elected office.
Each member
entitled to vote shall have one vote.
(d) an associate member shall be either:
1. a professional associate who is a non-CPA working for a CPA
firm, a law firm, in industry or in other segments of the business community.
2. an academic associate who is a non-CPA teaching tax or
accounting related subjects at the college or university level.
3. a candidate associate who is a person, who has passed the
CPA examination, but has not received his/her CPA certification.
4. a temporary
associate who is a person working full-time, but who has voluntarily
surrendered his/her CPA certificate to a State Board of Accountancy, with the
certificate subject to renewal upon completion of a specified education
requirement.
5. an inactive associate who is a regular member who is not
employed full-time (more than 20 hours per week) as of July 1 each year, and
who is not actively seeking full-time employment. Eligibility for inactive
status shall be re-established annually, at the time of dues billing.
Associate
members hold no voting rights and may not hold elective office.
(e) a student member
is a full or part-time student in a program of learning, leading to
qualification to sit for the CPA examination, at the college or university
level. Student members have no voting rights and may not hold elected office.
Section 2. The
Board of Directors shall establish application procedures, annual dues, and
rights and privileges pertaining to each of the above classifications of
membership.
Section 3. In the event the applicant is elected, the dues
for the first year of membership shall be prorated to an amount equal to
one-twelfth (1/12) of the annual dues times the number of full months after
election to membership, remaining in the current fiscal year of the Society.
Section 4. All
applications for membership shall be referred to the Executive Director who
shall investigate and report exceptions to the Board of Directors. If approved
by a majority of the Board of Directors, the applicant shall be admitted to
membership in the Society.
Section 5.
Applicants who are not elected to membership may not reapply until one year has
passed since their last application.
Section 6.
Applicants for membership shall, at the time of making such application, agree
that, if elected, they will abide by and be governed by the Bylaws of the
Society.
Section 7. Upon
election, members shall be issued the appropriate certificate of membership,
which shall be surrendered to the Society in the event of their membership
ceasing, or upon the changing of their membership classification.
Section 8. In the event a candidate associate member does not
obtain a certificate within five (5) years after being notified of having
passed the examination, or if the candidate associate member loses eligibility
to obtain a certificate from the Mississippi State Board of Public Accountancy,
he/she shall no longer be eligible for membership as a candidate associate
member.
ARTICLE III
- Board of Directors
Section 1. The Society shall be governed by a Board of
Directors consisting of the president, vice president-president elect,
secretary, treasurer, and immediate past president of the Society, together
with fifteen members elected by the local chapters, three members elected
at-large and the Board elected member to AICPA Council. No member shall serve
in more than one of these positions at a given time. Representation of the
local chapters on the Board of Directors shall be based upon each chapter's
membership in the Society in relation to the total resident Society membership.
The distribution of elected directors among the local chapters shall be reviewed, and appropriate revisions made by the Board of
Directors at intervals of not more than eight years. No Chapter shall have less
than one Director representative on the Board.
Section 2.
Directors elected by local chapters shall serve two years and shall not be
eligible for reelection to succeed themselves. A local
Chapter shall adopt its own methods of electing directors except that chapters
entitled to more than one director must stagger the terms so that all terms
will not expire in any one year. A chapter may also send a representative to
attend a meeting for information purposes if the duly elected director cannot
attend a meeting.
Section 3.
Should a vacancy occur among the chapter elected directors, the appropriate
chapter shall fill the vacancy for the unexpired term. Other vacancies are to
be filled by the Board.
Section 4. Each
year, not more than sixty (60) or less than thirty (30) days prior to the
Annual Meeting by notice in the Society Newsletter, the Nominations Committee
shall submit to the membership, after approval by the Board, two candidates for
election to fill each office and for the at-large Board of Directors position.
Each member of the Society shall be entitled to vote for the officers and
at-large member of the Board of Directors at the Annual Meeting in person or by
mail ballot prior to the Annual Meeting. Not more than sixty (60) or less than
thirty (30) days prior to the Annual Meeting, the Secretary shall send to all
members notice that they may request a ballot for the purpose of voting for the
officers and at-large members of the Board of Directors. Such ballots may be
sent by mail including electronic mail, to those members who have requested a
ballot by such means. Mail ballots must be properly executed and must be
delivered to the Society office not later than fifteen (15) days prior to the
Annual Meeting. For purposes of determining the timeliness of a mail ballot,
mailing by the United States mail shall be deemed to constitute delivery and
the date of the postmark thereto affixed shall be determinative of the date of
delivery. The Secretary shall appoint an elections committee not later than
thirty (30) days prior to the Annual Meeting. The elections committee shall
count the mail ballots and add the resulting tally to the votes cast in person
at the Annual Meeting to determine the total ballot count..
Section 5. The
Nominations Committee, which shall be appointed by the President, shall consist
of the immediate Past-President (who shall chair the committee), two members
of the Board of Directors, and two Past Presidents. Service on the Nominations
Committee shall be for a one-year term. The Executive Director shall serve as
an ex-officio member of the committee for quorum purposes, but without the
privilege of voting.
Section
6. The absence by members of
the Board from two consecutive meetings may be
deemed a tender of their resignation unless an explanation of such absence
satisfactory to the Board is submitted in writing and accepted by the Board.
Section 7. The
Board of Directors may exercise all powers requisite for the purpose of the
Society not inconsistent with these Bylaws, or with duly enacted resolutions of
the membership. Specific powers reserved to the Board shall include, but not be
limited to, the authority to prescribe policies and procedures of the Society,
to enact resolutions binding upon the Executive Committee, the officers,
committees and staff, and to expel a member in accordance with Article XII of
these Bylaws.
ARTICLE IV -
Executive Committee
Section 1. The
Executive Committee shall be composed of
(a) The
President, President-Elect, Secretary, Treasurer, Immediate Past President of
the Society, the Executive Director, and
(b) Two other
members of the Board of Directors elected by the Board.
Section 2. The President shall designate one member of the
Executive Committee to serve as liaison to Society committees.
Section 3. The
Executive Committee shall be charged with operational control and management of
the property, business, and activities of the Society, and shall take whatever
action it deems desirable for the conduct of the affairs of the Society not
inconsistent with these Bylaws.
Section 4. The
Executive Committee shall be specifically charged with the responsibility for
all committee work, subject to Board policy, and will also be responsible for
and supervise the activities and performance of the Society’s office staff.
Section 5. All actions of the Executive Committee shall be
reported at each meeting of the Board of Directors.
ARTICLE V -
Officers
Section 1. The
officers of the Society, to be nominated by the Nominations Committee, shall
be:
President
President-Elect Secretary Treasurer
One at-large
Director
The
President-Elect shall be automatically elevated to the office of the President
upon the election of the next President-Elect. The newly elected officers
and at-large director assume their offices July 1 of the next fiscal year.
ARTICLE VI -
Duties of Officers
Section 1. The President shall be the chief executive officer
of the Society. It shall be the President’s duty to preside at all meetings of
the Society, the Board of Directors and Executive Committee. In addition, it
shall be the duty of the President to enforce the Bylaws of the Society, and to
perform all other duties delegated to the office of the President by the Board
of Directors.
Section 2. The
duties of the President-Elect shall be those usually pertaining to such offices
and, in the case of the absence or disability of the President, the
President-Elect shall exercise all the powers, prerogatives, and
responsibilities of the President. In the event the President-Elect is
called to exercise duties of the President’s office while serving as
President-Elect, such service will not reduce the President-Elect’s duly
elected term as President.
Section 3. The Secretary shall keep complete minutes of all
meetings of the Society, Board of Directors and Executive Committee provided
for in these Bylaws and certify to the accuracy of such minutes when presented
to the membership, Board of Directors or Executive Committee at the next
meeting of the respective body.
Section 4. The
Treasurer shall collect all dues, fees and assessments, maintain a record of
all receipts and disbursements, prepare and submit periodic financial reports
to the Board of Directors and an annual financial report to the Society. The
Treasurer shall perform all other duties usually pertaining to the office of
Treasurer and any other duties delegated by the Board of Directors or the
President.
Section 5. The
Executive Committee shall designate the depository for the Society funds and
shall appoint a certified public accountant to examine and report on the annual
financial statements of the Society.
Section 6. To the extent practicable and at the discretion of
the Executive Committee or Board of Directors, certain of the duties of the
Secretary and Treasurer may be delegated to the Executive Director and the
Society staff.
ARTICLE VII
- Committee and Task Force Formulation
Section 1. The
Board of Directors shall, from time to time, formulate a committee or task
force or dissolve the committee/task force as the Board deems appropriate and
in the best interest of the membership. In formulating each committee or task
force, the Board of Directors shall prescribe the scope of the committee or
task force and its objectives. The Board of Directors shall coordinate the
formulation of committees/task forces with the president such that the
president may fulfill his responsibility to appoint the members and name the
chairman prior to beginning the term of his office.
Committees and
task forces shall, insofar as possible, be constituted so as to represent all
geographical areas of the state and to provide diversification with respect to
firm size and specialization of practice. Committee/task force appointments
shall be made in writing providing information with respect to the scope and
objectives of the committee/task force as well as expectations regarding
meeting, reporting and completion of assigned responsibilities. No member of
the Board of Directors may serve as member of a Professional Conduct committee
or task force or other society body which has as its primary purposes to
interpret and promote compliance with the Society's code of professional
conduct and to receive, refer for investigation and resolve complaints against
members for alleged violations of the code of professional conduct
A majority of
each committee/task force of nine or less shall constitute a quorum. One-third,
or five, whichever is larger, is a quorum for larger committees or task forces.
Section 2. The
Executive Committee shall develop the charge for all committees/task forces,
designate frequency of reports to the Board of Directors on committee
activities and supervise committee activities.
Section 3. The President shall appoint the chair and members
of each committee.
Section 4. The Board of Directors shall adopt a Committee
Operations Policy (COP) which sets forth committee operational policies,
reporting requirements and procedures, to include individual committee size and
composition. No committee may be composed of less than three (3) members.
CHAPTERS:
ARTICLE
VIII
LOCAL
CHAPTERS
Section 1. The purposes of the local or regional Chapter of
the Mississippi Society of CPAs shall be:
1. To advance
the interest of CPAs and the accounting profession in the State of Mississippi.
2. To promote
the study of accountancy and encourage students and others of high moral
character and technical proficiency to enter the accounting profession.
3. To cultivate a spirit of professional cooperation among its members.
4. To advance the applicable standards of professional conduct.
5. To secure
better recognition of the practice of accountancy for members in public
practice and in industry;
6. To cooperate
with and be an integral part of the Mississippi Society of CPAs in carrying out
the purpose and aims of this Society.
Section 2. The
same rules for membership that apply to Society membership shall apply to
chapter membership. Dues shall be fixed as the Chapter membership sees fit.
Section 3. Each
chapter shall provide its own organization as to officers, committees, etc. in
accordance with its needs.
Section 4. Local
or regional chapters may adopt such rules as are necessary or desirable for the
chapter's governance and operation. Such rules shall not be in conflict with
the Bylaws of the Society or rules the Board of Directors establishes that are
applicable to local or regional chapters, and shall generally conform to the
spirit of the purposes set forth in Section 1 of this Article.
Section 5. The
fiscal years of local chapters and terms of their respective officers shall run
concurrently with those of the state Society.
Section 6. Local
chapters shall provide the state office with notices of chapter meetings and
copies of chapter meeting minutes.
Section 7. The Board of Directors shall establish local or
regional chapters throughout the state taking into account population,
geographic makeup and other relevant factors. The Board of Directors shall
review the makeup and geographic boundaries of each local and regional chapter
not less frequently than every eight (8) years. The Board of Directors may
establish appropriate residency or practice rules for determining eligibility
for memberships in a particular local or regional chapter.
ARTICLE IX -
Meetings
Section 1. There
shall be an annual business meeting of the members at which directors and
officers shall be elected and installed and such other business shall be
transacted as may come before the meeting. It shall be held at a site and date
selected by the Board of Directors. The annual business meeting shall take
place during and at the same location as the annual convention.
Section 2. Unless otherwise expressly provided in these
Bylaws, notice of all meetings of the members including the Annual Meeting
shall be sent to each voting member not less than thirty (30) and not more than
sixty (60) days before the meeting. Those members present at each meeting shall
constitute a quorum.
Section 3. The Board of Directors shall hold regular meetings
at least four times per year at such date, time and place as it may determine.
No notice of regular meetings shall be required.
Section 4. Special meetings of the Board may be called by: a)
the Executive Committee, b) upon the request of not less than six (6) members
of the Board, or c) upon a petition in writing signed by not less than five
percent (5%) of the voting members submitted to the President of the Society.
Notice of special meetings of the Board shall be sent to each member at least
seven (7) days prior to the meeting and shall state the purpose or purposes of
such meeting.
Section 5. A majority of the Board shall constitute a quorum
at all meetings. The directors may permit any or all directors to participate
in a regular or special meeting by, or conduct a meeting through the use of,
any means of communication by which all directors participating may
simultaneously hear each other during the meeting.
Section 6. An action required or permitted to be taken at a
meeting of the Board may be taken without a meeting if the action is taken by
all members of the Board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and included in
the minutes or filed with the corporate records reflecting the action taken.
Section 7. The Executive Committee shall meet as is deemed
necessary for the orderly conduct of the affairs of the Society. Meetings may
be convened by the President or upon the request of three members of the
Committee. A majority of the Executive Committee shall constitute a quorum for
all meetings.
Section 8. The rules of parliamentary procedure contained in
the latest edition of Roberts’ "Rules of Order" shall control or
apply to the conduct of all meetings of the Society, its boards and committees,
where applicable and when not inconsistent with these Bylaws. Future revisions
of Roberts’ "Rules of Order" will not be construed as a revision of
these Bylaws except as it applies to parliamentary procedures in the conduct of
the meetings.
ARTICLE X -
Dues
Section 1.
(a) The annual
dues or any special assessments shall be as determined by the Board of
Directors.
(b) Dues shall
be payable in advance.
Section 2. Any
changes in dues resulting from a change in classification or termination of
membership shall be effective as of the beginning of the next fiscal year of
the Society.
ARTICLE XI -
Rules of Professional Conduct
The Rules of
Professional Conduct of the Society shall consist of the Code of Professional
Conduct of the American Institute of Certified Public Accountants, including
interpretations and rulings thereof.
ARTICLE XII
- Suspension, Expulsion and Reinstatement
Section 1.
Resignation from membership may be made at any time by written notification to
the Board of Directors accompanied by the member’s membership certificate.
Section 2. In
the event a member shall fail to make payment of any amount due the Society
within three (3) months notification of the indebtedness, the Treasurer or
designee shall inform the member that unless payment is made within thirty (30)
days from the date of said notice, the delinquent member shall be subject to
forfeiture of his/her membership. Should timely payment not be received, the
Treasurer shall report the facts to the Board of Directors at its next meeting.
The Board shall, in turn, declare the membership forfeited unless, in its
opinion, said forfeiture is not in the best interest of the profession or the
Society.
Section 3. (a)
Whenever a member of the Society, whether or not he or she is a member of the
American Institute of CPAs, shall be found in violation of or is charged with
violating the rules of professional conduct referred to in Article XI, the said
violation or charge may be disposed of in accordance with the terms of any
existing agreement between the Society and the AICPA relating to ethics
enforcement. (b) In further event that a hearing is required to dispose of such
charge or charges, the hearing shall be conducted under the terms of the
aforesaid agreement, and then operative rules of the Joint Trial Board Division
of the AICPA and the then operative joint ethics enforcement procedures in
effect by virtue of the agreement between the Society and the AICPA.
Section 4. The Board of Directors may commence proceedings to
expel or suspend members who fail to cooperate with the Professional Conduct
Committee in any disciplinary investigation involving them or their partners or
employees by not substantially responding to interrogatories of the said
Committee within thirty (30) days of their posting by certified mail, postage
prepaid, to them at their last-known address shown on the books of the Society.
Section 5. If the certificate of a member certified public
accountant is suspended, revoked or withdrawn for cause by the authority of any
state, the District of Columbia, or territorial possession of the United States
and if the Board be of the opinion that it is in the best interest of the
Society, it may without referral to a Trial Board suspend or expel the member
whose certificate has been so suspended, revoked or withdrawn.
Section 6. If a member, under any federal, state,
Section 7. In all cases not otherwise specifically provided
for in this Article, where the Board commences proceedings to consider
suspension, expulsion or other action which may result in the termination of a
member’s membership in the Society, the Board shall adopt a procedure that is
fair and reasonable which shall provide the following:
Not less than
fifteen (15) days prior notice of the expulsion, suspension or termination, and
the reasons therefor;
An opportunity
for the member to be heard, orally or in writing, not less than five (5) days
before the effective date of the expulsion, suspension or termination by a
person or persons authorized to decide that the proposed expulsion, termination
or suspension not take place,
Or
such other procedure that the Board approves as fair and reasonable taking into
consideration all of the relevant facts and circumstances. The member that is the subject of such proceeding
will be advised of the applicable procedure with reasonable specificity.
Section 8.
Persons whose membership has been terminated for any reason may make
application for reinstatement and their application shall be considered as a
new application.
ARTICLE XIII
- Executive Director
The Board of
Directors shall have the authority to employ an Executive Director to conduct
the affairs of the Society. The qualifications, duties and compensation of the
Executive Director shall be determined by the Board of Directors. The Executive
Director and the Society office shall be the official addressee for all
correspondence with the Society, its board or officers.
ARTICLE XIV
- Indemnification
The Society
shall indemnify every person who was or is a director or officer of the Society
who is or becomes a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including all appeals (other than an
action, suit or proceeding by or in the right of the Society in which the
director or officer was adjudged liable to the Society; or any other proceeding
charging improper personal benefit to the director or officer, whether or not
involving action in his official capacity, in which such person is adjudged
liable on the basis that personal benefit was improperly received by him)
against expenses (including attorneys' fees), judgments, decrees, fines,
penalties and amounts paid in settlement (before or after suit is commenced)
actually and reasonably incurred by the director or officer in connection with
such action, suit or proceeding if such person conducted himself in good faith
and he, in good faith, believed that his conduct while acting in an official
capacity with the Society was in the best interests of the corporation and in
all other cases that his conduct was at least not opposed to the best interests
of the Society and, with respect to any criminal action or proceeding, that
such person had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the director or officer did not act in good faith and
in a manner which the person, while acting in his official capacity with the
Society, believed was in the best interests of the Society and in other cases,
believed that his conduct was at least not opposed to the best interests of the
Society, and, with respect to any criminal action or proceeding, that such
person had reasonable cause to believe his conduct was unlawful.
ARTICLE XV -
Fiscal Year
The Society
shall operate on a fiscal year ending June 30.
ARTICLE XVI
- Seal
The corporate
seal shall consist of a circular die with the words "The
"Corporate
Seal".
ARTICLE XVII
- Amendments to Bylaws
Section 1. An
amendment to the Bylaws may be initiated by the Board of Directors or by
petition signed by at least fifty (50) regular members of the Society and
submitted to the Secretary. The proposed amendment may be introduced at any
meeting of the Board. The amendment may be voted on for final approval
by the Board at the next meeting, or at any subsequent meeting of the Board. In
both instances, approval of the amendment shall require an affirmative vote of
at least a two-thirds (2/3) majority of the entire membership of the Board.
Each amendment to the Bylaws approved by the Board must be submitted to a vote
of the membership at the next Annual Meeting of the members, and must be
approved by two-thirds (2/3) of the votes cast by those members voting or a
majority vote of all members with voting rights, whichever is less, to be
approved as an amendment to the Bylaws. Where an amendment to the Bylaws is to
be submitted to a vote of the members at an Annual Meeting members may vote on
such amendment either by mail or in person at such meeting. Mail ballots shall
be sent to all members entitled to vote using the same procedures as are
applicable to mail ballots for voting to elect officers/directors. The
effective date of any amendment to the Bylaws may be delayed to a date
specified by the Board of Directors, otherwise any
amendment shall go into effect upon approval by the members.
Section 2. When
amendments submitted by petition are disapproved by the Board, same or similar
amendments may not be resubmitted to the Board of a period of one year from the
date of final Board action.
Section 3. Amendments approved by the Board, regardless of
whether they were initiated by the Board or by petition, will be made available
to the membership within sixty (60) days after final Board approval. If a petition
is submitted to the Secretary in opposition to the amendments, signed by at
least fifty (50) regular members of the Society as of the day of final Board
approval, such amendments shall be submitted to all voting members for approval
or disapproval in a manner prescribed by the Board.
July 1, 2003