Bylaws
As Amended May
20, 1989
Article I Name
Article II Definitions
Article III Objectives
Article IV Membership
Article V Termination of Membership
Article VI Board of Directors
Article VII Duties of Board of Directors
Article VIII Officers
Article IX Duties of Officers
Article X Executive Committee
Article XI Meetings
Article XII Committees
Article XIII Nominations
Article XIV Fiscal Year/Officer Tenures
Article XV Dues
Article XVI Indemnification
Article XVII Amendments and Interpretations
Article XVIII Conformity with Society Bylaws
Article I Name
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The name of this organization
shall be the El Paso Chapter of the Texas Society of Certified Public
Accountants.
Article II Definitions
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(1) Board shall mean the Board of Directors of the El Paso Chapter of
the Texas Society of Certified Public Accountants.
(2) Chapter shall mean the El Paso Chapter of the Texas Society of
Certified Public Accountants.
(3) Society shall mean the Texas Society of Certified Public Accountants.
(4) TSCPA CPE Foundation shall mean the Texas Society of Certified Public
Accountants Continuing Professional Education Foundation, Inc.
Article III Objectives
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(1) Promote the technical competence, integrity, objectivity,
professionalism of its members and the quality of service to clients,
employers and the general public.
(2) Encourage member participation and the free exchange of information
and ideas between members.
(3) Unite CPAs – whether in public practice, industry, education or
government – in their efforts to serve the public interest.
(4) To advance the individual capabilities of its members through its
program of continued educational and professional development, and assist
the educational objectives of the TSCPA CPE Foundation for education and
research.
(5) To cooperate with other Texas chapters, the Society and the American
Institute of Certified Public Accountants for the advancement of the
profession of accountancy.
(6) To encourage well qualified persons to become Certified Public
Accountants.
Article IV Membership
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(1) Chapter shall be composed of four classes: FELLOWS, HONORARY
FELLOWS, HONORARY MEMBERS and CANDIDATES FOR MEMBERSHIP.
(2) Any Certified Public Accountant resident in the Chapter area and a
member in good standing in the Society is eligible for membership in the
Chapter and may become a member thereof by the payment of dues, in
advance, as set out hereinafter.
(3) A Certified Public Accountant otherwise eligible for Chapter
membership but who does not reside or maintain principal office in this
Chapter district and who is not at that time a member of any other Texas
Chapter may become a member of this Chapter if his/her application for
membership is approved by a majority of the Board.
(4) Any fellow member who, in the opinion of the Board, has performed
outstanding service to the profession may be nominated for honorary
fellowship by unanimous vote of the Board, such nomination to be subject
to the approval by unanimous vote of the members present at the next
general meeting of the Chapter. Honorary fellows shall not be required to
pay dues or other assessments but shall be eligible to hold offices and to
vote at meetings.
(5) Any person who, in the opinion of the Board, has rendered
distinguished service to the profession and is in good standing as an
honorary member of the Society, may be designated for honorary membership.
Such honorary members shall not be required to pay dues or other
assessments, nor shall they be eligible to hold office or to vote at
meetings, but all other privileges shall be extended to them.
(6) Any person who has passed the written examination as set forth by the
Texas State Board of Public Accountancy or of any state or territory of
the United States or of the District of Columbia but has not met
experience requirements for licensing and is in good standing as a
candidate for membership of the Society shall be eligible as a candidate
for membership. All rights and privileges of a candidate for membership in
that status shall expire five years from the date of notification of
passing the written exam.
Candidates shall be required to pay dues, but shall not be eligible to
hold office or to vote at meetings. All other privileges of the Chapter
shall be extended to them.
Article V Termination of Membership
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(1) Resignation of members may be offered in writing at any time and
shall be effective on the date of receipt.
(2) Any member who shall fail to pay his/her dues, assessments, or any
other indebtedness to the Chapter for a period of two (2) months after
such has become due and notice thereof shall have been given by the
treasurer or executive director shall forfeit his/her membership. A person
who has forfeited his/her membership may be reinstated upon payment of the
regular annual dues and all other amounts due the Chapter.
(3) Any member who shall have been dropped from membership in the Society
for non-payment of dues or assessments or expelled or suspended from
membership therein for cause shall automatically and without notice cease
to be a member of the Chapter.
Article VI Board of Directors
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(1) The management of the business and affairs of the Chapter shall be
vested in a Board of Chapter members in good standing. The Board shall be
comprised of the seven elected officers of the Chapter, the immediate past
president of the Chapter, the four directors elected by the Chapter
members, the three state directors elected by the Chapter members, and any
state officer or state director who is a member of the local Chapter and
not elected by just Chapter members. In the event of a vacancy in its
membership, except for the state officer or state director who are not
elected by just Chapter members, the Board shall fill said vacancy for the
unexpired term thereof at any regular meeting of the Board, after it
receives the recommendation of the nominating committee, without referring
same to the membership as a whole.
(2) The four elected Chapter directors are to be elected by the Chapter
and shall be elected for terms of two years, two directors to be elected
annually by the Chapter.
Article VII Duties of Board of Directors
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(1) The Board shall fill an interim vacancy of any elected director
upon recommendation of the nominating committee; shall exercise control
over the Chapter’s monies and properties; shall prepare and approve a
budget; shall keep a complete record of its actions and submit a condensed
report thereof at the annual meeting, together with any recommendations
for the welfare of the Chapter. The Board may engage an executive
director, employee, agents, certified public accountants and attorneys to
perform such duties as, in its judgment, may appear necessary to carry out
the objectives of the Chapter as expressed in its bylaws and resolutions,
except where such duties are specifically delegated to others.
(2) Each member of the Board may be appointed by the president to serve as
a Board Coordinator of a designated Chapter activity or committee.
(3) A majority of the members of the Board, excluding Board members who
are not elected only by the local Chapter, shall constitute a quorum.
(4) Absence from two consecutive regular meetings of the Board shall
constitute a tender of the director’s resignation unless a satisfactory
explanation is offered to the Board. Notice shall be given to the member
by the secretary or executive director, co-signed by the president.
(5) Notice shall be given to each member of the Board at least two days
prior to each regular meeting. Notice of special meetings shall be given
in writing, by telephone or in person, one day in advance of the meeting.
Article VIII Officers
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There shall be seven officers of the Chapter consisting of a
president, president-elect, three vice-presidents, a secretary, and a
treasurer, all of whom shall be members in good standing of the Chapter
and elected by a ballot at the November meeting of the Chapter, to serve
for one year or until successors are elected and qualified. Provided,
however, that in the event of a vacancy created by the resignation, death,
or inability of any of the officers to serve out his/her term, the Board,
upon receiving the recommendation of the nominating committee, shall meet
and fill said vacancy for the unexpired term thereof without referring
same to the membership as a whole.
Article IX Duties of Officers
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(1) The president shall preside at all meetings of the Chapter, Board,
and Executive Committee, shall appoint, subject to the approval of the
Board, all standing, except the nominating, and special committees, and
shall coordinate all of the activities of the Chapter.
(2) The president-elect shall perform all executive and other duties
ordinarily pertaining to his/her office or delegated to him/her by the
president or the Board. In the absence of the president, the
president-elect shall act for the president.
(3) The vice-presidents shall perform all executive and other duties
ordinarily pertaining to their office or delegated to him/her by the
president or the Board. In the absence of the president and
president-elect, one of the vice presidents shall act in their stead. At
the first meeting of the new Board, the Board will decide the rotation to
be used by them so that each will have a turn at presiding.
(4) The secretary or assistant secretary (executive director) shall issue
notice of all meetings of the Chapter, keep a record of all acts or
proceedings of the officers and Board, conduct correspondence, make such
reports to the Society as may be required from time to time, and in the
absence of the president, president-elect, and all vice presidents, the
secretary shall act in their stead. The secretary shall keep a register of
the members of the Chapter, and shall prepare and distribute a roster of
members.
(5) The treasurer shall collect and disburse all monies of the Chapter and
keep regular accounts thereof subject to the inspection of the president
or any member of the Board and in the absence of the president,
president-elect, all vice presidents and secretary, shall act in their
stead.
Article X Executive Committee
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(1) The executive committee shall consist of the president,
president-elect, secretary, treasurer, and one of the vice presidents. The
vice president to serve will be chosen by the president. Members of the
committee will serve until their successors are elected or chosen.
(2) The resignation of a member of the executive committee shall be
tendered to the executive committee and shall be effective upon receipt.
(3) The executive committee shall function for the Board during the period
between Board meetings and shall have all the powers of the Board except
for those powers specifically reserved by the Board. The Board shall not
delegate the authority to: reverse a previous vote of the Board; remove or
fill the vacant term of an officer or a director; vote on a proposal to
amend the bylaws or withdraw or modify a proposal; or act upon appointment
or removal of the executive director.
(4) The president shall designate the time, place and agenda for any
meeting of the executive committee.
Article XI Meetings
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(1) Regular meetings of the Chapter shall be held monthly at such
times and places as may be designated by the Board; provided, however,
that in the discretion of the Board, certain regular monthly meetings
during the year may be dispensed with. The annual meeting shall be held
during May of each year. Written notice shall be mailed to each Chapter
member at least seven days prior to each meeting.
(2) Ten members present in person shall constitute a quorum at any meeting
of the Chapter. The rules of procedure set forth in the current edition
of, “Robert’s Rules of Order Newly Revised” shall apply.
Article XII Committees
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(1) There shall be such standing and special committees as the Board
may designate, provided, however, that the standing committees shall
include a nominating committee.
(2) Standing and special committees designated by the Board, other than
the nominating committee, shall be appointed by the president with the
approval of the Board and serve until the annual meeting of the Society
next following their appointment. The president of the Chapter shall be an
ex officio member of each committee except the nominating committee. The
chairman will be named by the president, and if needed the vice chairman
will also be designated by the president.
(3) The nominating committee shall consist of the immediate past president
as chairman and four members, no more than two of whom may be past
presidents of the Chapter and no more than one of whom may be a current
Board member. The four members shall be appointed by the Board not less
than sixty (60) days in advance of the October meeting. The members of the
nominating committee may not serve for two succeeding terms. If any
vacancy shall occur on the nominating committee by reason of death,
resignation or otherwise, the Board shall appoint a member to fill the
vacancy. No member of the nominating committee shall be nominated for
office.
Article XIII Nominations
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The nominating committee shall announce in October, by written notice
to all members and at the October monthly meeting, if held, its slate of
nominees for the officers and directors to be elected at the Chapter
meeting in November. Any nomination other than those presented by the
nominating committee must be presented in a petition to the Chapter
president at least fifteen (15) days prior to the November meeting. Such
petition must be signed by at least five (5) members, in good standing, of
the Chapter. At least ten (10) days prior to the November meeting the
membership at large shall be advised in writing of such petition. State
directors shall be elected in the same manner.
Article XIV Fiscal Year and Tenures of Office
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The fiscal year of this Chapter shall correspond to that of the
Society. Tenures of office of directors and officers shall coincide with
those of the Society.
Article XV Dues
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(1) Annual dues for members shall be determined by the Board. Dues are
payable June 1 of each year. The membership year begins June 1 of each
year and ends May 31 of the following.
(2) Members admitted during the membership year shall pay a pro rata share
of the annual dues.
(3) Dues shall be paid annually in advance in June of each year.
(4) Members of the Chapter may be excused from the payment of dues for
reasonable cause upon recommendation of the Board.
(5) Retired members over sixty-five (65) years of age, who do not actively
practice accounting and who request to be excused from payment of dues,
are exempt.
Article XVI Indemnification
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The Chapter shall indemnify any person who is or was a party or is or
was threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director
or officer of the Chapter or a member of any board, committee,
subcommittee or task force of the Chapter against expenses, judgments,
awards, fines, penalties and amounts paid in settlement actually and
reasonably incurred by such person (with the prior consent of the Chapter
acting through its Executive Committee by a two-thirds vote and
concurrence of counsel which the Chapter shall have retained to defend
such person, as hereinafter provided) in connection with such actions,
suit or proceeding, (i) except with respect to matters as to which it is
adjudged in any suit, action or proceeding that such person is liable to
the Chapter by reason of the fact that such person has been found guilty
of the commission of a crime or of gross negligence in the performance of
his/her duties, it being understood that termination of any action, suit
or proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent (whether or not after trial) shall not,
of itself, create a presumption or be deemed an adjudication that such
person is liable to the Chapter by reason of the commission of a crime or
gross negligence in the performance of his duties and (ii) provided that
such person shall have given the Chapter prompt notice of the threatening
or commencement (as appropriate) of any such action, suit or proceeding.
Upon notice from any such indemnified person that there is threatened or
has been commenced any such action, suit or proceeding, the Chapter (a)
shall defend such indemnified person through counsel selected by and paid
for by the Society and reasonable acceptable to such indemnified person
which counsel shall assume control of the defense and (b) shall reimburse
such indemnified person for expenses encompassed by the foregoing
indemnity in advance of the final disposition of any such action, suit or
proceeding, provided that the indemnified person shall agree to repay to
the Chapter all amounts so reimbursed if a court of competent jurisdiction
finally determines that such indemnified person is liable to the Chapter
by reason of the fact that such indemnified person has been found guilty
of the commission of a crime or of gross negligence in the performance of
his/her duties. The foregoing provision shall be in addition to any and
all rights which the person specified above may otherwise have at any time
to indemnification from and or reimbursement by the Chapter.
Article XVII Amendments and Interpretations
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The bylaws of the Chapter may be amended by a two-thirds affirmative
vote of all members present at any regular meeting of the Chapter,
provided, however, that written notice clearly setting forth the proposed
amendment shall be mailed to each Chapter member in good standing, at
his/her last known address, at least five days prior to such meeting. In
the event of lack of clarity the Board shall interpret these bylaws.
Article XVIII Conformity with Society Bylaws
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In the event any part of the Chapter bylaws is or becomes in conflict
with the Society bylaws, then that part shall be void and the Society
bylaws shall govern.
