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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 Back to top
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.

 

 

El Paso Chapter of The Texas Society of Certified Public Accountants

P. 0. Box 222173

El Paso, Texas 79913-2173

Chapter Office Telephone (915) 833-3616   Fax (915) 585-2914 

Send E-mail to: Audenna Phillips, Executive Director

 

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