EL
PASO CHAPTER
OF
THE
TEXAS
SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
Bylaws
As Amended
November 9, 2007
Article I Name
Article II Objectives
Article III Membership
Article IV Termination of Membership
Article V Board of Directors
Article VI Duties of Board of Directors
Article VII Officers
Article VIII Duties of Officers
Article IX Executive Committee
Article X Meetings
Article XI Committees
Article XII Nominations
Article XIII Fiscal Year and Tenures of Office
Article XIV Dues
Article XV Indemnification
Article XVI Amendments and Interpretations
Article XVII Conformity with Society Bylaws
Article XVIII
Notice
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 Objectives Back to top
(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)
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)
Cooperate with other Texas chapters, the Society and the
American Institute of Certified Public Accountants for the advancement of
the profession of accountancy.
(6)
Encourage well qualified persons to become Certified Public
Accountants.
Article III Membership
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(1)
Membership in this Chapter
shall conform to the Bylaws of the Texas Society of Certified Public
Accountants as specified in Article II – Membership and Article IV –
Local Chapters.
(2)
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 Chapter dues or other assessments but
shall be eligible to hold offices and to vote at meetings.
(3)
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.
Article IV Termination of Membership
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(1)
Termination of membership in this Chapter shall conform to
the Bylaws of the Texas Society of Certified Public Accountants as
specified in Article III – Disciplinary Actions and Termination of
Membership.
Article V Board of Directors Back to top
(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 members the Chapter elected to serve
on the TSCPA Board of Directors (the number of which shall be according to
the formula stipulated in TSCPA Bylaws),
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 shall be elected for terms of
two years, two directors to be elected annually by the Chapter.
Article VI 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
five days prior to each regular meeting.
Notice of special meetings shall be given in writing, by telephone,
e-mail or fax, or in person, two days in advance of the meeting.
(6)
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.
Article VII 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 VIII 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 them by the
president or the Board.
(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.
The secretary shall keep a register of the members of the Chapter.
(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.
Article IX Executive Committee Back to top
(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.
(4)
The president shall designate the time, place and agenda for any
meeting of the executive committee.
Article X Meetings Back to top
(1)
Regular meetings of the Chapter shall be held at such times and
places as may be designated by the Board.
The annual meeting shall be held during May of each year.
Notice shall be sent 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 XI Committees Back to top
(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 end of the fiscal year unless
reappointed. The president of
the Chapter shall be an ex officio
member of each committee except the nominating committee.
The committee chairmen, other than the nominating committee, will
be named by the president and, if needed, the vice chairmen 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 XII Nominations Back to top
(1)
The nominating committee shall announce in October, by notice to
all members and at the October 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.
(2)
A single nominee for each office and directorship shall be
proposed by the nominating committee.
The nominating committee shall be charged with the responsibility
of contacting each nominee prior to his nomination, for the purpose of
securing his agreement to such nomination and his consent to serve if
elected.
Article XIII 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 XIV Dues Back to top
(1)
Annual Chapter 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 Chapter
dues for reasonable cause upon recommendation of the Board.
Article XV 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 XVI Amendments and Interpretations Back to top
(1)
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 notice clearly setting forth the proposed
amendment shall be disseminated to each Chapter member in good standing,
at his/her last known address, at least five days prior to such meeting.
(2)
A proposal to amend the Bylaws shall be initiated by the Board of
Directors of the Chapter or by a Bylaws Committee appointed for such
purpose or by petition in writing filed with the Secretary signed by ten
or more members of the Chapter in good standing.
(3)
In the event of lack of coarity the Board shall interpret these
Bylaws.
(4)
All amendments to Chapter Bylaws require the approval of the Texas
Society of Certified Public Accountants Executive Board prior to their
Enactment.
Article XVII 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.
Article XVIII Notice Back to top
Notice, when required, may be mailed or
otherwise disseminated in whatever manner and form the Board of Directors
designates as being reasonably effective to convey notice, including by
electronic means or by inclusion in the Chapter newsletter.
