Bylaws
The R.I. Society of Certified Public Accountants Bylaws
Approval Date: April 21, 2020
Superseded Date: May 1, 2015
Effective Date: May 1, 2021
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:
Article I
Qualifications for Membership in the Society shall be as follows:
Persons may qualify for admission to and continuing membership in the Society as a Fellow, if they satisfy the criteria below:
a. They are in possession of a valid and unrevoked certified public accountant certificate issued by a legally constituted authority, or at any time possessed the certificate described herein and the certificate was not revoked as a result of a disciplinary action, or meet the education, examination, and experience requirements set out in the Uniform Accountancy Act and who are of good moral character and have never been granted a right to practice,
b. They have passed an examination in accounting and other related subjects satisfactory to the Board of Directors, or
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.
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/her standing and achievement is considered as deserving of such honor. Honorary members shall be exempt from dues.
The Society may confer life membership on any fully retired member of the Society in good standing who has been a member for at least thirty (30) years, and who in the judgment of the Society’s 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 and shall be eligible to vote and shall be exempt from dues. Member must petition the Society in writing to request Life Member status. Prior Life Members are in grandfathered status.
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.
Associate membership in the Society shall be open to:
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.
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.
A Professional Affiliate membership may be granted to any person whose position in industry, government, academia, or the non-profit sector, in the opinion of the Board of Directors, warrants membership. These members are not eligible to vote, unless they hold the position of a non-CPA member of the Board. Affiliate Members will be able to vote on Committees if they are a member of said committee.
A Business Affiliate membership may be granted to any organization in industry,
government, academia, or the non-profit sector, in the opinion of the Board of Directors,
warrants membership. These memberships have no voting privileges.
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 accompanied by the admission fee required by Article II Section I, which will be returned in the event the application is rejected.
Every member shall be entitled to attend all regular meetings of the Society.
Fellows, life members, and non-resident members shall be entitled to vote on matters brought before the membership.
Members shall be entitled to use the designation “Member of the Rhode Island Society of Certified Public Accountants.” A firm shall be entitled to use the designation “Members of the Rhode Island Society of Certified Public Accountants” only if all of its CPA owners are members.
Article II
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.
Membership 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.
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 majority 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.
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
Upon admission to membership fellows, honorary members and non-resident members 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
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
Article VI
The Board of Directors shall consist of fifteen members. Namely Chair, Chair-elect, Secretary and Treasurer, and the immediate Past Chair of the Society and ten (10) Directors in good standing who shall be elected by the voting membership of the Society at its annual meeting. Each member of the Board of Directors shall serve for a term of two years 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 two consecutive terms.
Up to three (3) board members may be Affiliate Members, identified by the nominating committee and elected by the membership. Affiliate Members are not eligible for membership on the Executive Committee.
No officer shall serve for more than five (5) consecutive years on the Executive Committee and no more than nine (9) consecutive years in total.
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.
The Chair, Chair-elect, Secretary and Treasurer of the Society shall hold those same offices on the Board of Directors.
Article VII
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 Chair.
At the discretion of the Chair, a special meeting of the Board of Directors may be called. A special meeting also shall be called by the Chair when requested in writing by a least two members of the Board.
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.
Attendance at any Board meeting can include participation by teleconference or videoconference.
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.
Directors may vote on any matter of the Board by email or other electronic means as deemed permissible by the Board of Directors.
Article VIII
The officers of the Society shall be Chair, Chair-elect, Secretary, and Treasurer.
The Chair-elect, 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 Chair-elect shall become Chair at the beginning of the fiscal year next succeeding his/her election. If there is no Chair-elect to become Chair at such meeting, a Chair shall also be elected for one year or until the beginning of the next fiscal year. Any vacancies occurring during such year shall be filled for the unexpired term by the Board of Directors.
Article IX
Article X
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 XI
Article XII
The fiscal year of the Society shall begin on May 1st and end on April 30th.
Article XIII
The annual meeting of the Society shall be held in April of each year. An official business meeting will be held in conjunction with the annual meeting.
The Chair shall call special meetings of the Society when deemed necessary, or upon the written request of at least fifty voting members.
Written notice of all meetings of the Society shall be sent to all members by the Secretary not less than 10 days prior to each meeting.
Article XIV
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 XV
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. 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 10 days prior to such meeting. Only such official proxy ballot shall be accepted at such meeting.
Article XVI
A majority of the votes cast by the voting members shall elect the Board of Directors. The Board of Directors shall elect their officers.
Article XVII
The order of business at a regular meeting of the Society may include:
Article XVIII
Unless otherwise provided for by the Constitution and By-laws, Roberts’ Rules of Order shall govern all meetings of the Society.
Article XIX
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 XX
The Society, or any subsidiary or affiliated company thereof, shall indemnify and hold harmless each person (his or her heirs, administrators and executors) who serve the Society as a director, officer, employee or agent of the Society, who had conducted him or herself in good faith, reasonably believed that he or she acted in the best interest of the Society or simply due to his or her being a director, officer employee or agent of the Society, from and against any and all claims and liabilities, including attorney’s fees, to which any such person shall become subject to the fullest extent permitted by Rhode Island
General Laws, Section 7-6-6, as amended. This indemnification shall include protection of such individuals against judgments, penalties, fines and settlements. Notwithstanding the foregoing the Society shall have no obligation to indemnify or hold harmless any director officer employee or agent adjudged to be liable to the Society for his or her actions or omissions nor shall he or she be indemnified and held harmless for intentional conduct which the director officer employee or agent knew to be a violation of law.
Article XXI
Proposals to amend the bylaws may be made by the Board of Directors, or by petition of 5 percent of the voting membership as of the end of the prior fiscal year. Any such petition shall include the members’ names, signatures and date of petition. There shall be a period of not less than 30 days between the proposal of and the vote on the adoption of an amendment.
For a proposed amendment to be adopted a majority of the voting members must approve the proposed amendment.