The Rhode Island Society
of
Certified Public Accountants
By-Laws
Approval Date: January 19, 2010
Superseded Date: January 30, 2007
Effective Date: January 20, 2010
General
The name of this Society shall be "The Rhode Island Society of Certified Public Accountants," hereinafter designated as the Society.
The objectives of the Society shall be:
a. To advocate the profession of public accounting.
b. To maintain high moral and professional standards for the Certified Public Accountant in the State of
Rhode Island to the end that such designation shall be fully equivalent to that of any other state of the United States.
c. To promote and maintain a spirit of cooperation among members of the Society and other professional
organizations.
d. To serve the public interest by promoting and maintaining the Code of Professional Ethics of the profession.
e. To encourage the study of accounting and the proper education of those desiring to become certified public accountants.
Article I
Members: Qualifications, Election and Admission
Qualifications for Membership in the Society shall be as follows:
Section 1. Fellows:
To be eligible for admission to and continuing membership in the Society as a Fellow, a person shall be:
a. Of good moral character, and
b. In possession of a valid and unrevoked certified public accountant certificate issued by a legally constituted state authority ("state" shall include the states, territories and territorial possessions of the
United States of America and the District of Columbia).
c. The holder of a certificate in good standing as a chartered or authorized accountant duly and legally issued by and under the authority of the proper board or body of any foreign government whose
standards of qualifications is fully equivalent to that of the State of Rhode Island.
d. Subject to fees, dues and assessments (except as noted) as provided in Article II.
For purpose of this section, failure, on the part of an applicant for membership in this Society, to pay the required annual fee for permit to practice in this or any other State or foreign government shall not affect
that applicant's position with regard to being the holder of a certified public accountant certificate in good standing.
Section 2. Honorary Members:
The Society, by three-fourths vote of the members present at any regular or special meeting on the unanimous nomination by the Board of Directors may confer honorary membership on any person, who by his standing and achievement is considered as deserving of such honor. Honorary members may attend any
meeting of the Society, shall not vote nor be eligible for any office, and shall be exempt from dues and assessments.
Section 3. Life Members:
The Society, by three-fourths vote of the Board of Directors present at any regular or special meeting, may confer life membership on any member of the Society in good standing, who has been such for at least thirty (30) years, and who in the judgment of the Board of Directors shall have ceased to be in active practice or
employment because of health or age.
Life members may attend any membership meeting of the Society, shall be eligible to vote and hold any office and shall be exempt from dues and assessments.
Section 4. Non-Resident Members:
Any person who neither works nor lives in Rhode Island and is a member in good standing of another state society may, upon written application approved by the Board of Directors, become a non-resident member of the Society. A non-resident member shall be eligible to vote but shall not be eligible for election as an officer or director.
Section 5. Associate Members:
Associate membership in the Society shall be open to:
1. Any person who has passed the examination prescribed by the Rhode Island State Board of Accountancy, but who has not completed the experience requirements for issuance of such certificate, for a maximum period of two (2) years.
2. Any person who has taken the examination prescribed by the Rhode Island State Board of Accountancy as a prerequisite to becoming a CPA and who continues to take the exam at least annually until they have passed all parts of the examination.
3. Any person (other than a CPA) employed on the professional and/or administrative staffs of practicing CPAs.
4. Any person engaged in the teaching of accounting as a full time faculty member at a college or university.
Associate Members, as listed in the four categories above, shall not be entitled to vote or hold office; however, may serve on selected committees in the Society, as determined by the Board.
Section 6. Student Membership
Any matriculated student at a college or university who has an interest in accounting shall be eligible for student membership. Student members shall not be entitled to vote or hold office; however, they may serve on selected committees in the Society, as determined by the Board.
Section 7. Application for Membership:
The application of any person desiring to become a member of the Society shall be made upon the form prescribed by the Board of Directors and filed with the Secretary accompanied by the admission fee required by Article II Section I, which will be returned in the event the application is rejected.
The Secretary shall cause the name of the applicant to be published in a notice of a meeting, or in any general communication to members. Any objections to the admission of the applicant and the reasons thereof must he submitted in writing to the Secretary.
The Secretary shall present the application, together with all essential information, and objections received, to the Board of Directors at its next meeting held at least two weeks after publication of potential new members. Applicants may be admitted to membership by affirmative vote of the Board of Directors.
Article II
Fees, Dues and Assessments
Section 1. Admission Fees:
The admission fee for members shall be established by the Board of Directors and must accompany the application when filed with the Secretary. In the event of
rejection, the admission fee shall be returned to the applicant.
Section 2. Annual Dues:
Membership dues shall be based on the class of membership as described below. The annual dues shall be established by the Board of Directors. Changes shall be made no later than April 30th for the next fiscal year. Dues shall be payable in full 30 days after billing date. Dues for new members shall be prorated based upon the last day of the month of application through April 30th and payable upon admission.
Classes of Membership
A. Fellows who work in public practice or industry and who reside or work in Rhode Island.
B. Fellows who work in education or government, all non-resident members, and members who are retired or unemployed. .
C. Associate Members (as defined in Article I)
D. Honorary and Life Members (as defined in Article I)
E. Student Members (as defined in Article I)
Section 3. Special Assessments:
The Board of Directors may present at any regular or special meeting of the Society, a resolution providing for the levy of a special assessment. A three-fourths vote of the voting members present in person or by proxy at the meeting shall be deemed authorization for the levying of such special assessment. Special assessments shall be levied against voting members (except life members) in the proportion to their respective dues.
Section 4. Dues or Assessments in Arrears:
Any member who fails to pay membership dues for any fiscal year or any special assessment levied under the provisions of Section 3 within sixty (60) days of the date or dates fixed for payment shall be deemed to be in arrears. The member shall be notified by the Treasurer and unless such arrearage is discharged within sixty (60) days after the date of notice, the Treasurer shall report the matter at the next meeting of the Board of Directors.
Article III
Certification of Membership
Upon admission to membership in any class, except associate or student membership, each member shall be entitled to a certificate of membership, provided that the member receiving such certificate shall, by virtue of receipt of said certificate, agree to surrender the same to the Secretary of the Society if so requested by the Secretary in the event of his/her withdrawal or termination of this membership for any reason whatsoever.
Article IV
Duties of Members
It shall be the duty of each member to:
a. promote the best interest of the Society,
b. abide by these by-laws,
c. inform the Board of Directors in writing, giving reasons, regarding the undesirability of candidates for admission, in accordance with Article I, Section 7 and
d. report in writing any breach of the by-laws, which may come to their notice, to the Committee on Professional Ethics.
Article V
Termination of Membership and Reinstatement
Section 1. Resignations
a. A member may resign by notifying the Board of Directors in writing provided that member is in good standing in accordance with the American Institute of Certified Public Accountants Code of Professional Conduct and related bylaws. Resignation from members shall be offered in writing addressed to the Board of Directors. A resignation shall be effective on the date of acceptance and voted on (subject to the rules Joint Ethics Enforcement Program) by the Board.
b. Members who resign while in good standing, may apply for reinstatement to membership at any time as provided in Article I, Section 7.
Section 2. Terminations
a. The Board of Directors may, by a majority vote at any meeting thereof, suspend or expel any member for non-payment of dues, assessments, or other sums due to the Society, when such payments are in arrears for more than one hundred twenty (120) days.
b. Suspension or expulsion of a member for any other cause shall be in accordance with the AICPA Code of Professional Ethics and related by-laws. Any person who has been suspended or expelled from membership for any reason other than non-payment may be reinstated only upon recommendation of the Committee on Professional Ethics and the final approval of the Board of Directors.
Article VI
Board of Directors
Section 1. Composition:
The Board of Directors shall consist of thirteen members, namely the immediate Past President of the Society, President, President-elect, Vice President, Secretary and Treasurer, and seven Directors in good
standing who shall be elected by the voting membership of the Society at its annual meeting, each for a term of one year commencing May 1st or until a successor is elected and qualified. Any non officer Director shall not be eligible for re-election for another consecutive term after having served three consecutive terms.
Section 2. Removal from Board:
A member may be removed from the Board of Directors on the affirmative vote of seven members of the Board at a special meeting called for that purpose, and by a majority vote of those voting members present at the next regular or special meeting of the Society.
Section 3. Officers of Board:
The President, President-elect, Vice President, Secretary and Treasurer of the Society shall hold those same offices on the Board of Directors.
Article VII
Duties of the Board of Directors
Section 1. The Board of Directors shall carry out the purposes of the Society according to law and as provided in the Constitution and by-laws.
Section 2. The Board of Directors shall keep a record of its proceedings. A report shall be available to members in good standing.
Section 3. The Board of Directors shall have power to fill all vacancies which may occur among Officers, Directors, and the Committee on Nominations.
Section 4. Decisions of the Board of Directors shall be final and binding in respect to all questions of interpretation of these by-laws.
Section 5. The Board of Directors shall authorize an annual audit of the books and records of the Society.
Section 6. The Board of Directors shall appoint an Executive Director of the Society who shall serve at the discretion of the Board under such terms and conditions as deemed appropriate.
Section 7. The Board of Directors shall adopt an annual budget by April 30th, for the next fiscal year and delegate its conduct and operation to the Executive Director and Treasurer.
Article VIII
Meetings of the Board of Directors
Section 1. Regular Meetings:
The Board of Directors should hold regular meetings as it deems appropriate. The day, hour and place of such meetings shall be fixed by majority vote of the Board and in the absence of such vote, by the President.
Section 2. Special Meetings:
At the discretion of the President, a special meeting of the Board of Directors maybe called. A special meeting also shall be called by the President when requested in writing by a least two members of the Board.
Section 3. Notice:
The Secretary shall send to each Director a written notice including an agenda of all meetings of the Board of Directors at least two business days prior to each meeting and in the case of a special meeting such notice shall include the reasons for the meeting.
Section 4. Attendance
Attendance at any Board meeting can include participation by teleconference or videoconference.
Section 5. Quorum:
Seven members of the Board shall constitute a quorum for the transaction of business and a majority vote of those present shall prevail, except as otherwise provided in these by-laws. If a quorum is not present at a regular or special meeting of the Board, those members present shall adjourn the meeting and no vote may be taken.
Section 6. Proxies and electronic voting:
Directors may not vote on any matter of the Board by proxy or by email..
Article IX
Officers of the Society
Section 1. The officers of the Society shall be President, President-elect, Vice President, Secretary, and Treasurer:
At least three of the officers shall be Fellows in the active practice of public accounting at the time of election. Only Fellows in good standing shall be eligible for election to any of these offices. The active practice of public accounting is defined as employment at a firm in possession of a valid and unrevoked certified public accountant license issued by a legally constituted state authority (“state” shall include the states, territories and territorial possessions of the United States of America and the District of Columbia).
Section 2. Election, Term and Vacancy:
The President-elect, Vice President, Secretary and Treasurer shall be elected at the annual meeting of the Society for one year commencing May 1st or until their successors are duly elected and qualified. The President-elect shall become President at the annual meeting next succeeding his/her election. If there is no President-elect to become President at such annual meeting, a President shall also be elected for one year or until the next annual meeting. Any vacancies occurring during such year shall be filled for the unexpired term by the Board of Directors.
Article X
Duties of Officers
Section 1. President:
a. It shall be the duty of the President to preside at all meetings, and to enforce the by-laws and constitution of the Society.
b. The President shall call special meetings of the Society when deemed necessary, or upon the written request of at least ten voting members for a special meeting of the Society.
c. The President shall fill the Society’s one-year term on the AICPA Council.
Section 2. President-elect:
a. In the absence of the President the President-elect shall have all of the powers and prerogatives of the President.
b. The President-elect shall attend AICPA Council meetings as a non-voting member for one year.
Section 3. Vice President:
In the absence of the President and President-elect, the Vice President shall have all of the powers and prerogatives of the President.
Section 4. Secretary: The Secretary shall:
a. give notice of all meetings of the Society and of the Board of Directors, and state the purpose thereof,
b. keep records of the proceedings at all meetings and of all other matters of which a record shall be ordered,
c. notify persons elected to membership of their election,
d. attend to the delivery of Certificates of Membership under the provisions of Article III,
e. have charge of the Seal of the Society, and
f. perform all of the usual duties pertaining to the office of Secretary except those duties assigned by the Board to an Executive Director.
Section 5. Treasurer: The Treasurer shall:
a. collect and receive all monies payable to the Society,
b. have charge of all funds of the Society which shall be kept in a bank or other depository designated by the Board of Directors,
c. keep accounts thereof, subject to review by the President or any member of the Board of Directors,
d. present an accounting in writing at each Board of Directors meeting and,
e. make such disbursements as are authorized by the Board of Directors;
f. assist with the performance of the annual audit
Article XI
Officer and Chairmen Pro Tempore
In the event of the absence of any Society Officer or Committee Chair from any meeting of the Society, the Board of Directors, or any committee, the members present may elect pro tempore officers or chairs as required.
Article XII
Committees
Section 1. Standing Committees
a. Standing committees will be established at the discretion of the Board of Directors except for the Committee on Nominations.
b. The members of all committees and subcommittees except the Committee on Nominations shall be appointed annually by the President and each committee and subcommittee shall consist of a
chairperson and not less than two other members, all of whom shall be voting members of the Society. In addition to the Standing Committees, the President shall appoint such other committees as deemed advisable, or as requested by the Board of Directors.
c. Each committee shall be subject to the call of its respective chairperson. The chairperson (or duly appointed substitute) and at least two other committee members shall constitute a quorum to conduct committee business, except for the Committee on Nominations, where four members shall constitute a quorum. If a quorum is not present at a duly called meeting, the members present shall declare an adjournment to such time and place as deemed proper. Any action of the committee, not involving a substantial change in the activities of the committee approved by a majority of the members present at a duly called meeting, shall be declared an act of the committee. Any proposed action of the committee that would result in a substantial change in the activities of the committee, including policy or direction of the committee, after approval by a majority of the members present at a duly called meeting, must be submitted to the Board of Directors at its
next regular meeting for purposes of ratification. In the event such action is ratified by the Board of Directors, it shall be declared an act of the committee. In the event such action is not ratified by the Board of Directors, the action shall be deemed null and void, and the President of the Board shall discuss the reasons therefore with the committee chairperson. Any action of a committee that would result in the expenditure of Society funds in excess of the committee's approved budget appropriation for the year, shall be subject to approval by the Board of Directors. Each committee shall keep minutes of its meetings and a record of attendance. A copy of each shall be forwarded to the Executive Director within ten days of the committee meeting for review at the next scheduled Board of Directors meeting.
d. In lieu of a committee meeting, the chairperson of any committee may submit any question to committee members for a vote by written correspondence or email. Any action approved in writing or by email by a majority of the entire committee shall be declared an act of the committee, subject to the provisions of this section.
e. The President, President-elect, Vice President, Secretary and Treasurer shall be exofficio members of all committees, except for the Committee on Nominations.
Section 2. Committee on Nominations
a. The Committee on Nominations shall consist of five voting members of the Society who are not directors or officers except that the chairperson of the committee shall be the immediate past president of the Society and one of such members shall be elected annually by the Board of Directors. Three of such members shall be elected at each annual meeting of the Society by majority vote of the members present. A member who desires to become a candidate for one of the three positions voted upon at each annual meeting must be a member of the Society in good standing during the preceding five-year period and must submit notice to the Society at least ninety days prior to the annual meeting. Said notice shall be submitted to the Executive Director of the Society along with a brief summary of the member’s professional background. In the event that notice from three candidates is not received by the Executive Director at least ninety days prior to the annual meeting, the Committee on Nominations shall nominate qualified candidates until there are at least three such candidates.
b. The Committee on Nominations shall present to the Secretary no later than January 31st nominations for officers and directors of the Society for the ensuing year. A list of such nominations shall be mailed to all voting members of the Society by the Secretary no later than February 15th.
c. The Committee on Nominations shall nominate for the Board’s approval an individual to fill the Society’s three-year term on the AICPA Council.
d. The Secretary shall give notice to all voting members of the Society of the nomination process at least fourteen days prior to the above ninety-day period.
e. Upon validation of the member’s good standing by the Board of Directors of the Society, the Secretary shall mail a list of the candidates applying for the Committee on Nominations to all voting members of the Society in accordance with section 2b above. Any fellow, life member, or non-resident member in good standing present at the annual meeting may vote. Such voting member may also present the official proxy ballot of other voting members in accordance with Article XVI.
Section 3. Termination of Committee Membership
a. The President shall have authority to remove any committee member and fill any vacancy except for the Committee of Nominations.
b. Removal of a member of the Committee on Nominations shall require a resolution by the Board of Directors and be supported by a majority vote of the Society's voting members present at a regular or special meeting. A vacancy shall be filled at a regular or special meeting in accordance with Article XII, Section 2a.
Article XIII
Fiscal Year
The fiscal year end of the Society shall be April 30th.
Article XIV
Meetings of the Society
The annual meeting of the Society shall be held on the fourth Tuesday of April of each year. Two other regular meetings shall be held at such time and place as the Board of Directors may determine or at such other times as voted by the Board of Directors. Such meetings shall be preceded by an official business meeting.
Special meetings of the Society shall be called by the President as provided in Article X, Section 1.
Written notice of all meetings of the Society shall be sent to all members by the Secretary not less than ten days prior to each meeting.
Article XV
Quorums at Society Meetings
Twenty voting members shall constitute a quorum for the transaction of business at all regular and special meetings of the Society. If a quorum is not present at any regular or special meeting of the Society, those members present shall declare an adjournment to such time and place as deemed proper. Such adjourned meeting shall be considered the same meeting as that originally called.
Article XVI
Proxies
Any member legally entitled to vote at any meeting of the Society may vote by an official proxy ballot, on a form prescribed by the Board of Directors, only on such business as is stated in the notice of the meeting. The proxy must be duly executed by a member of the Society legally entitled to vote. For the purpose of this section, the term legally entitled to vote shall include any fellow, life member, or non-resident member who has met the qualifications for admission to the Society as well as being current with the payment of fees, dues and assessments.
An official proxy ballot, on the prescribed form for all scheduled agenda items requiring a vote will be available to all voting members from the Secretary at least 21 days prior to such meeting. Only such official proxy ballot shall be accepted at such meeting.
Article XVII
Nominations & Elections
Section 1. Nominations
a. Nominations of Officers and Directors shall be made by the Committee on Nominations as provided in Article XII, Section 2b. Counter nominations may be made by any five voting members of the Society. Such nominations shall be submitted in writing to the Secretary not less than thirty days prior to the annual meeting.
b. Written notice of all nominations shall be sent to all members by the Secretary in accordance with Article XVI.
Section 2. Elections
a. In the event of counter nominations
for an office, at the annual meeting, the President, or other presiding officer, shall appoint two inspectors, whose duty it shall be to open the polls, for that office, keep them open for such length of time as may be designated by the meeting, receive and count the ballots, and immediately thereafter report the number of votes cast and for whom. The candidates receiving a majority of all votes cast shall then be declared elected by the President, or other presiding officer. If no counter nominations are received, the President may choose to conduct the voting by voice..
b. The voting members shall first proceed to the election of a President-elect, Vice President, Treasurer and Secretary, in the order named, and the election of seven Directors, and then shall proceed to the election of three members of the Committee on Nominations.
Article XVIII
Order of Business
Section 1.
The order of business at a regular meeting of the Society should be as follows:
a. Announcement of presence of a
quorum.
b. Reading and approval of minutes of
preceding meeting.
c. Reading of communications and
motions relative thereto.
d. Report on summary of Board of
Directors meetings.
e. Reports of Officers and Directors.
f. Unfinished business carried over from previous meetings.
g. Reports of standing committees.
h. Reports of special committees.
i. Election of Officers, Directors and
Committee on Nominations. (Annual
Meeting)
j. New Business -- motions and resolutions.
k. Adjournment.
Article XIX
Rules of Order
Unless otherwise provided for by the Constitution and By-laws, Roberts’ Rules of Order shall govern all meetings of the Society.
Article XX
Seal
The Seal of the Society shall be a circle having a diameter of not more than one and seven eighths (1 7/8) inches, with a scroll or rope border for its outer edge, and inside thereof another border of similar design, the diameter of which shall not exceed one and one half (1 ½) inches. Between these borders or scrolls there shall be engraved in raised letters the words “The RI Society of Certified Public Accountants.” Within the space enclosed by the inner border or scroll, there shall be engraved the Coat of Arms of the State of Rhode Island, above which there shall be engraved “Inc. Jan., 1907” and beneath which there shall be engraved the adopted motto of the Society, namely: “Consilio et Prudentia.”
Article XXI
Amendments
Section 1.
a. A proposition to amend the by-laws shall first be favored by a majority of the voting members present, or by proxy at a regular or special meeting at which the proposal is made.
b. A copy of the proposed amendment shall be included in the Secretary’s notice of the next regular or special meeting at which meeting action shall be taken.
c. Changes to the proposed amendment can be made and adopted at the same special meeting at which the proposed amendment is ratified.
d. There shall be a period of not less than 30 days between the proposal of and the adoption of an amendment.
e. A majority vote of the voting members present in person, or by proxy, shall be necessary to ratify adoption of such proposed amendment.
