Bylaws

Members: Qualifications, Election and Admission

Qualifications for Membership in the Society shall be as follows:

Section 1. Fellows

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.

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/her standing and achievement is considered as deserving of such honor. Honorary members shall be exempt from dues.

Section 3. Life Members

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.

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,
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.

a. Professional Affiliate Membership

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.

b. Business Affiliate Membership

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.

Section 8. 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 accompanied by the admission fee required by Article II Section I, which will be returned in the event the application is rejected.

Section 9. Rights of Membership

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.

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 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.

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 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.

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.

Certification of Membership

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.

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.

Termination of Membership and Reinstatement

Section 1. Resignations

1. 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. A resignation shall be effective on the date of acceptance and voted on (subject to the rules Joint Ethics Enforcement Program) by the Board.
2. Members who resign while in good standing, may apply for reinstatement to membership at any time as provided in Article I, Section 8.

Section 2. Terminations

1. 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.
2. 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.

Board of Directors

Section 1. Composition

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.

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 Chair, Chair-elect, Secretary and Treasurer of the Society shall hold those same offices on the Board of Directors.

Section 4. Duties of the Board of Directors

1. The Board of Directors shall carry out the purposes of the Society according to law and as provided in the by-laws.
2. The Board of Directors shall keep a record of its proceedings. A report shall be available to members in good standing.
3. The Board of Directors shall have power to fill all vacancies which may occur among Officers, Directors, and the Committee on Nominations.
4. Decisions of the Board of Directors shall be final and binding in respect to all questions of interpretation of these by-laws.
5. The Board of Directors shall authorize an annual audit of the books and records of the Society.
6. The Board of Directors shall appoint a President and Chief Executive Officer of the Society who shall serve at the discretion of the Board under such terms and conditions as deemed appropriate.
7. The Board of Directors shall adopt an annual budget by April 30^th, for the next fiscal year and delegate its conduct and operation to the President and Chief Executive Officer and Treasurer.

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 Chair.

Section 2. Special Meetings

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.

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 vote on any matter of the Board by email or other electronic means as deemed permissible by the Board of Directors.

Officers of the Society

Section 1.

The officers of the Society shall be Chair, Chair-elect, Secretary, and Treasurer.

Section 2. Election, Term and Vacancy

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.

Duties of Officers

Section 1. Chair

1. It shall be the duty of the Chair to preside at all meetings, and to enforce the by-laws of the Society.
2. The Chair shall fill the Society’s one-year term on the AICPA Council.

Section 2. Chair-elect

1. In the absence of the Chair the Chair-elect shall have all of the powers and prerogatives of the Chair.
2. b. The Chair-elect shall attend AICPA Council meetings as a non-voting member for one year.

Section 3. Secretary

1. Give notice of all meetings of the Society and of the Board of Directors, and state the purpose thereof,
2. Keep records of the proceedings at all meetings and of all other matters of which a record shall be ordered,
3. Attend to the delivery of Certificates of Membership under the provisions of Article III, d. Have charge of the Seal of the Society, and e. Perform all of the usual duties pertaining to the office of Secretary except those duties assigned by the Board to the President and Chief Executive Officer.

Section 5. Treasurer

1. Collect and receive all monies payable to the Society,
2. Have charge of all funds of the Society which shall be kept in a bank or other depository designated by the Board of Directors,
3. Keep accounts thereof, subject to review by the Chair or any member of the Board of Directors,
4. Present an accounting in writing at each Board of Directors meeting and,
5. Make such disbursements as are authorized by the Board of Directors;
6. Assist with the performance of the annual audit.

Officer and Chair 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.

Committees

Section 1. Standing Committees

1. Standing committees will be established at the discretion of the Board of Directors except for the Committee on Nominations.
2. The members of all committees and subcommittees except the Committee on Nominations shall be appointed annually by the Chair 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 and in good standing with the R.I. Society of CPA’s. In addition to the Standing Committees, the Chair shall appoint such other committees as deemed advisable, or as requested by the Board of Directors.
3. 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 Chair 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.
4. 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.
5. e. The Chair, Chair-elect, Secretary and Treasurer shall be ex-officio members of all committees, except for the Committee on Nominations.

Section 2. Committee on Nominations

1. 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 Chair 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. 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 and must submit notice to the Society at least ninety days prior to the annual meeting. Said notice shall be submitted to the President and Chief Executive Officer 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 President and Chief Executive Officer 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. No nominating committee member may serve more than five (5) consecutive years.
2. The Committee on Nominations shall present to the Secretary no later than January 31^st, nominations for officers and directors of the Society for the ensuing year. A list of such nominations shall be sent to all voting members of the Society by the Secretary no later than February 15^th.
3. 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.
4. The Secretary shall give notice to all voting members of the Society of the nomination process no later than February 15^th.
5. The Secretary shall provide a list of the candidates applying for the Committee on Nominations to all voting members of the Society no later than February 15^th.

Section 3. Termination of Committee Membership

1. The Chair shall have authority to remove any committee member and fill any vacancy except for the Committee of Nominations.
2. 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.

Fiscal Year

The fiscal year of the Society shall begin on May 1^st and end on April 30^th.

Meetings of the Society

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.

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.

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. 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.

Nominations and Elections of Board of Directors

Section 1. Nominations of Officers and Board of Directors

1. Nominations of Officers and Directors shall be made by the Committee on Nominations. Counter nominations may be made by any ten (10) 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.
2. Written notice of all nominations shall be sent to all members by the Secretary.

Section 2. Elections of Election of Officers Board of Directors

A majority of the votes cast by the voting members shall elect the Board of Directors. The Board of Directors shall elect their officers.

Order of Business

The order of business at a regular meeting of the Society may include:

1. Announcement of presence of a quorum.
2. Reading and approval of minutes of preceding meeting.
3. Reading of communications and motions relative thereto.
4. Report on summary of Board of Directors meetings.
5. Reports of Officers and Directors.
6. Unfinished business carried over from previous meetings.
7. Reports of standing committees.
8. Reports of special committees.
9. Election of Officers, Directors and Committee on Nominations. (Annual Meeting)
10. New Business - motions and resolutions.
11. Adjournment.

Rules of Order

Unless otherwise provided for by the Constitution and By-laws, Roberts’ Rules of Order shall govern all meetings of the Society.

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.”

Indemnification

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.

Amendments

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.