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Society of Louisiana
Certified Public Accountants
2400 Veterans Blvd.,
Suite
500
Kenner,
LA 70062
(504) 464-1040
1-800-288-5272
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Society
of Louisiana Certified Public Accountants Bylaws
The name of this organization shall be Society of Louisiana
Certified Public Accountants. Its objects shall be to
unite the accountancy profession in Louisiana as constituted
by the Certified Public Accountants of the state; to promote
and maintain high professional and moral standards within
the accountancy profession; to assist in the maintenance
of high standards for the Certified Public Accountant
certificate in the state; to develop and maintain standards
for the examination of candidates for admission to the
Society; to advance accounting research; to develop and
improve accountancy education; to promote the public interest
as it is affected by the practice of accountancy; and
to encourage cordial relations among Certified Public
Accountants in the United States of America and accountants
of similar status in other countries of the world.
Section 1 - The membership of the Society shall consist
of members, life members, and honorary members.
Section 2 - Members shall consist of such Certified Public Accountants as are
elected under these Bylaws, who, when applying for membership, hold in one of
the jurisdictions recognized by the AICPA in its Bylaws an unrevoked Certified
Public Accountant’s certificate; this class of membership is that which
is referred to in the Charter as "full members." Application
for membership in the Society must be in writing and accompanied by an application
fee set by the board of directors. Applications shall be verified for validity
and correctness by confirming with the applicant’s state board that the
applicant is in good standing with the applicable state board. The president
and secretary, acting together, may issue a membership certificate after the
above certification. Objections to any applicant shall be filed with the secretary
of the Society. Applicants on whom objections are received will be admitted to
membership only upon the favorable vote of three-fourths of those members of
the board of directors present at the meeting at which the applications are voted
upon. The decision of the board of directors shall be final.
Section 3 - Life members shall consist of those persons selected from the membership
of this Society who, by virtue of their long, faithful and outstanding service
rendered to the profession and to this Society, may be considered entitled to
receive such an honor. Recommendations for life membership may be made in writing
to the board of directors by any member in good standing. Life members shall
be elected only upon the affirmative vote of three-quarters of the members of
the board of directors present at any regular or special meeting thereof, and
the honor shall be conferred upon the member during the annual meeting of the
Society subsequent to the election.
Section 4 - Honorary members shall consist of those persons who, by virtue of
their standing and celebrity, or who, for services rendered to the profession
and this Society, may be considered entitled to receive such an honor. They
need not be Certified Public Accountants or members of this Society. Honorary
members shall be recommended and elected in the same manner as life members and
the honor shall be conferred during the annual meeting of the Society subsequent
to the election.
Section 5 - Any member who engages in the practice of
public accounting must, either individually, if a sole
proprietor, or through the sole-proprietorship, the partnership
or professional corporation or other commercial, business
or professional combination which may be authorized by
law to engage in the practice of public accounting by
which he or she is employed, be enrolled in the Society-administered
practice monitoring program established in accordance
with the standards of and approved by the American Institute
of Certified Public Accountants' Quality Review Executive
Committee, or its successor. The Society's board of directors
shall be empowered to set the applicable fees and to establish
the procedures governing the practice monitoring program.
Any program participant delinquent in payment of the applicable
fees for more than 120 days shall be dropped from the
program. Individually or through their firms, members
may reapply for participation in the program after having
withdrawn for any reason or having been dropped from the
program, upon payment of past annual enrollment fees up
to a maximum of three times the annual amount.
Section 6 - All members shall receive certificates of
membership signed by the president and the secretary of
the Society.
Section 7 - The Board of Directors shall have the authority
to create non-voting membership categories and set appropriate
dues schedules.
Section 1 - The board of directors shall each year,
at a regular or special meeting held on or before April
30, set the annual dues for members for the ensuing year.
Such dues shall include the annual subscription of each
member to the Lagniappe newsletter. For dues purposes,
the board may classify members according to such factors
as it determines to be relevant and prescribe dues of
a different amount for each class so created. Such annual
dues shall be payable in advance as of May 1st of each
year.
Dues of new members shall be apportioned on a monthly basis to the fiscal year
of admission and such dues shall be billed to the members within ten days after
approval of admission pursuant to Article II, Section 2.
Section 2 - Assessments may be levied by three-fourths vote of the members of
the Society present at the annual meeting or a special meeting called for that
purpose.
Section 3 - Dues and assessments shall be waived for the following members:
(a) Life members, as defined in Article II, Section 3.
(b) Honorary members, as defined in Article II, Section 4.
(c) Members who have retired from active status in any profession or business,
and who can claim twenty-five years of membership in the Society, not necessarily
consecutive.
(d) Members who have retired due to ill health, and who can claim ten consecutive
years of membership in the Society immediately prior to such retirement.
(e) Members who are serving on active duty, not including temporary training,
with our Armed Forces.
The waivers granted under sub-sections (c), (d) and (e) shall cease when any
member involved resumes active status.
The waiver granted under sub-section (e) shall be for such period and such amount
as the board of directors may decide is commensurate with the period of duty
involved.
Section 1 - All members in good standing, including
those life members and honorary members who possess all
qualifications necessary for regular membership in this
society, shall be privileged to vote and to hold office
in this Society.
Section 1 - Resignations of members in good standing
shall be submitted to the secretary of the Society in
writing, and shall be effective on the date of acceptance
by the applicable board. Action upon the resignation of
a member in good standing shall be taken by the board
of directors. In the case of a member under disciplinary
proceedings or investigations the action by the board
of directors shall be deferred pending outcome of the
proceeding or investigations.
Section 2 - A member who fails to pay his annual dues or any subscription, assessment,
or other obligation to the Society within six months after such debt has become
due shall automatically cease to be a member of the Society, provided that at
least 30 days prior to the effective date of such termination of membership the
treasurer shall have mailed to the member’s last known address a notice
of termination with a statement of the unpaid items forming the basis of the
termination and, further provided, that operation of this section may be suspended
as to any member if it is the opinion of the board of directors that it is not
in the best interests of the profession that his membership be termination in
this way.
Section 3 - The above section notwithstanding, the approval for membership of
any applicant pursuant to Article II, Section 2 shall be automatically revoked
thirty days after he has been billed pursuant to Article III, Section 1 if he
has not paid the dues so billed, provided that at least ten days prior to the
effective date of such revocation the treasurer shall have mailed to the member’s
last known address a notice of revocation with a statement of the unpaid dues
and, further provided, that operation of this Section may be suspended as to
any member if it is the opinion of the board of directors that it is not in the
best interests of the profession that the approval of his membership be revoked.
Section 4 -
(a) A member who shall resign while in good standing may, upon request made in
writing to the Secretary of the Society, be reinstated by the board of the directors
without a reinstatement fee.
(b) The board of directors, in its discretion, may reinstate a member whose membership
has been terminated for non-payment of dues or any obligation owing by him to
the Society, provided that his reinstatement shall not become effective until
he shall have paid to the Society all dues and other obligations owing by him
at the time of such termination.
(c) No person shall be considered to have resigned while in good standing if
at the time of his resignation he was in debt to the Society for dues or other
obligations. A member submitting his resignation after the beginning of the fiscal
year, but before expiration of the time limit for payment of dues or other obligations,
may attain good standing by paying dues pro-rated according to the portion of
the fiscal year which has elapsed, provided obligations other than dues shall
have been paid in full.
(d) A member who has resigned or whose membership has been terminated pursuant
to the foregoing provisions may not file a new application for admission but
may apply for reinstatement under paragraphs (a) or (b) of this Section.
Section 5 -
(a) Membership in the Society shall be suspended without a hearing should there
be filed with the secretary of the Society a copy of a judgment of conviction
imposed upon any member for:
I. A crime defined as a felony (or its equivalent) under the law of the convicting
jurisdiction;
II. The willful failure to file any income tax return,
which the member, as an individual taxpayer, is required
by law to file;
III. The felony of a false or fraudulent income tax return
of the member or a client; or
IV. The willful aiding in the preparation and presentation
of a false and fraudulent income tax return of a client.
Membership shall be terminated in a like manner upon the
similar filing of a final judgment of conviction.
(b) Membership in the Society shall be suspended without
a hearing should a member's certificate as a certified
public accountant be suspended as a disciplinary measure
by the state board of certified public accountants of
any state or jurisdiction, but, such suspension of membership
in the Society shall cease upon reinstatement of the certificate.
Membership in the Society shall be terminated without
a hearing should such certificate be revoked, withdrawn,
or canceled as a disciplinary measure by the said state
board of certified public accountants.
(c) A member renders himself liable to expulsion or suspension
if:
I. He violates any of these Bylaws, particularly Article
XVII, Code of Professional Ethics; or
II. He is held by the Trial Board of the joint ethics
enforcement plan referred to in Article VI to have been
guilty of an act discreditable to the profession; or
III. He is declared by any court of competent jurisdiction
to be insane or otherwise incompetent.
Section 6 - Upon termination of membership, the name of
the member shall be removed from the membership rolls
and his membership certificate shall be recalled by the
board of directors.
Section 1 -
(a) Whenever a member of the Society, whether or not he or she is a member of
the American Institute of Certified Public Accountants, shall be charged with
violating these Bylaws or any Code of Professional Ethics promulgated hereunder
the said charge shall be initiated in accordance with the terms of any then subsisting
agreement between the Society and the American Institute of Certified Public
Accountants relating to ethics enforcement.
(b) In the further event that a hearing is required to dispose of such charge
or charges, the hearing shall be conducted under the terms of the aforesaid agreement,
the then operative rules of the Joint Trial Board Division and the then operative
joint ethics enforcement procedures in effect by virtue of the agreement between
the Society and the American Institute of Certified Public Accountants.
(c) Any member who fails to cooperate with the Ethics Committee in any disciplinary
investigation of the member or a partner or employee of the firm by not making
a substantive response to interrogatories or a request for documents from the
Ethics Committee or by not complying with the education and remedial or corrective
action determined to be necessary by the Ethics Committee within 30 days after
the posting of notice of such interrogatories or a request for documents, or
directive to take CPE or corrective action by registered or certified mail, postage
prepaid, to the member at his or her last known address shown on the books of
the Society may be referred for appropriate disciplinary action to the Joint
Trial Board Division in accordance with the then operative rules of the Joint
Trial Board Division and the then operative joint ethics enforcement procedures
in effect by virtue of the agreement between the Society and the American Institute
of Certified Public Accountants.
Section 2 - All committees, boards, and other bodies of the Society are hereby
empowered to carry the provisions of Section 1(a) and (b) into effect by acting
jointly and in cooperation with the appropriate bodies of the American Institute
of Certified Public Accountants under the agreement, rules and procedures in
effect between the Society and the American Institute of Certified Public Accountants
at the time of such action.
Section 3 - Notice of the results of final action in every disciplinary matter
under Article VI, Section 2 and notice of every termination of membership or
expulsion under Article V, Section 5 shall be published in a membership periodical
of the Society of Louisiana Certified Public Accountants. In the case of action
taken under Article VI, Section 2, the notice shall be in a form approved by
the chairman of the hearing panel, which took the last action in the matter.
In the case of action taken under Article V, Section 5, the notice shall be in
a form approved by the chairman of the Trial Board. In the case of hearings under
Article VI, Section 2, the notice shall disclose the name of the member involved
if the hearing panel so decides by a majority vote of the members present and
voting at the hearing at which the action is taken. In the case of action under
Article V, Section 5, the notice shall disclose the name of the member involved.
No such publication shall be made until such final action, expulsion or termination
shall have become effective according to any governing rules.
Section 1 - The officers of the Society shall be as
follows:
President
President-Elect
Secretary
Treasurer
The president-elect and treasurer shall be elected at the Society's annual meeting
for a term of one year or until their successors are elected.
The president-elect shall become president, upon his acceptance, at the completion
of his term as president-elect.
The secretary shall be the Society's executive director.
Any reference in these Bylaws to the vice president shall mean the president-elect.
Section 2 - The president shall preside at all meetings and enforce all rules
and regulations pertaining to the administration of the Society.
Section 3 - In the absence of the president, the president-elect shall have all
the powers and prerogatives of the president. The president-elect shall represent
the Society as its official representative at the Spring meeting of Council of
the American Institute of Certified Public Accountants, except that the president
shall so represent the Society if the president-elect is unable to do so.
Section 4 - In the event of the absence of the president and president-elect
from any meeting of the Society or board of directors, one of the members present
shall act as chairman pro tempore.
Section 5 - The secretary shall give notice of all meetings of the Society or
the board of directors, and shall keep a record of the proceedings of such meetings,
and of all other matters of which record shall be ordered by the president. He
shall notify persons elected to membership of their election, and shall conduct
correspondence, when appropriate, relating to the Society. He shall keep a record
of members of the Society, with their addresses, classified as directed by the
board of directors, and shall furnish to the treasurer the names of all persons
elected to membership.
He shall have charge of the seal of the Society and perform
all duties usually pertaining to the office of secretary.
Section 6 - The treasurer shall bill all members for their annual dues, as fixed
by the board of directors, not later than May 31 of each year. He shall receive
all monies payable to the Society; he shall have charge of all funds, securities
and valuable papers of the Society and deposit same in bank, or banks, or homesteads,
or any other depository designated by the board of directors. He shall report
in writing, at each regular meeting of the board of directors, and at the annual
meeting of the society, on the financial condition of the Society. He shall pay
all vouchers approved or authorized in the budget or by the board of directors.
The treasurer shall make no expenditures in a fiscal year in excess of those
authorized in the budget unless authorized or ratified by the board of directors;
such authorization or ratification shall constitute an amendment of the budget.
Section 1 - There shall be a board of directors to be
composed of the president, president-elect, treasurer,
immediate past president, all chapter presidents, and
six members to be elected at large. The secretary shall
serve as a non-voting member of the board of directors.
It shall be the duty of the board of directors to formulate
and approve the policies of the year, including but not
limited to fiscal policies. It shall have full power and
may delegate to any officer such administrative functions
as it deems necessary except that the employment or termination
of employment of the executive director of the Society
shall be approved by the board of directors. It shall
be charged with the responsibility of carrying out the
purposes of the Society as provided by these Bylaws.
Section 2 - The board of directors shall keep a record of its proceedings and
the president shall submit a written report of the Society’s affairs at
the annual meeting of the Society.
Section 3 - The board of directors shall meet bi-monthly, or upon call of the
president, or at the request of any four board members, which request must be
in writing and addressed to the president. Ten members shall constitute a quorum.
The first regular board of directors meeting shall be held at the annual meeting
at which they are elected and the last meeting of the outgoing board members
shall be held on the morning of the annual meeting at which their successors
are to be elected.
Section 4 - The board of directors shall have the right, power and duty to fill
the unexpired term of any vacancy occurring in the office of the treasurer or
board of directors’ members at large not later than 60 days following creation
of the vacancy.
If the office of president is vacated, the president-elect shall fill the unexpired
term of such vacancy and shall also retain his elected office with the right
to continue as president for the ensuing term of office. The board of directors
shall have the right, power and duty to fill the unexpired term of a vacancy
occurring in the office of president only if and when there is also a vacancy
in the office of president-elect.
If the office of president-elect is vacated, such office shall remain vacant
until the next annual meeting of the Society.
Section 5 - The term of the board members elected at large shall be for two years
or until their successors are elected.
Members elected at large shall be limited to six consecutive
years of service. For purposes of transition and to establish
staggered terms, at the first annual meeting following the
adoption of these bylaws, three members elected at large
shall be elected for a term of one year and three shall be
elected for a term of two years. The nominating committee
shall designate those members nominated for the two- year
term and those nominated for the one-year term. This transitional
amendment shall be eliminated from these bylaws after its
implementation. The chapter presidents referred to in Section
1 of this article shall become members of the board of directors
at the first regular board of directors meeting after the
annual meeting which follows their election as president
and shall continue to serve in that capacity through the
last meeting of the outgoing board before the succeeding
annual meeting.
Section 6 - The order of business at meetings of the board of directors shall
be determined by the president or by a majority vote of the board members present
at a duly constituted regular or special meeting.
The order of business may be changed by a voice vote of the majority of board
members present.
Section 7 - In the event a chapter president referred to in Section 1 of this
article is unable to attend a regular or special meeting of the board of directors,
that president may designate a duly elected chapter board member to attend the
meeting with full voting rights of the chapter president. Said designation shall
be to the Society secretary.
Section 1 - The board of directors may submit nominees
to serve on the Joint Trial Board Division, in number
and manner, as is determined by the Joint Trial Board
Division.
Section 1 - Unless otherwise provided in these Bylaws,
the incoming president shall appoint all standing committees
as provided for in the Board of Directors' Policy Manual,
including chairman.
With approval of the board of directors the president may appoint additional
committees or omit any standing committee.
All committee members shall be members in good standing of the Society. The president
of the Society shall be an ex-officio member of all committees.
Except as otherwise provided, the life of each committee shall terminate upon
the presentation of its final report at the annual meeting; however, at the discretion
of the president, the same members may be reappointed the following year.
Section 2 - In addition to the above committees, there shall be a Nominating
Committee to consist of:
(1) the immediate past president of the Society, who shall serve as chairman
of the committee and have one vote,
(2) the president-elect of the Society, who shall serve as vice chairman of the
committee, and have one vote, and
(3) the president of the Society who will have one vote, and
(4) each chapter president. However, in the absence of a chapter president, any
duly elected chapter board member may be designated by that chapter president
to serve as the alternate representative of the chapter on the committee. A chapter
president or alternate representing a chapter with 200 or fewer members shall
have one vote; a chapter president or alternate representing a chapter with 201
to 400 members shall have two votes; and a chapter president or alternate representing
a chapter with more than 400 members shall have two votes for the first 400 members
plus one additional vote for each 400 members or portion thereof over the first
400 members.
For purposes of determining the number of votes allocated to each chapter president
or alternate, the Society’s secretary shall determine the number of members
of each chapter as of the January 1 preceding the nominating committee meeting.
Each member of the nominating committee may vote the total of votes allocated
to that member for each officer position being nominated. When casting votes
for the board of directors’ members at large, each committee member may
cast votes totaling the number of votes allocated to that member times the number
of at-large positions being considered. However, the number of votes that may
be cast for any individual nominee is limited to the number of votes allocated
to that chapter. For example, if a chapter has 450 members it would have three
votes. If three at large positions are being considered, the chapter representative
would be able to cast nine votes among those nominated, but no more than three
for any individual nominee.
The nominating committee shall render its report to the board of directors at
least 40 days prior to the first day of the annual meeting, and notice of the
nominations shall be mailed by the secretary to all members of the Society at
least 30 days prior to the first day of the annual meeting. Additional nominations
may be made from the floor by any member in good standing at the annual meeting.
Section 3 -
(a) The Ethics Committee shall consist of ten members, none of whom shall be
members of the current board of directors, but at least six of whom shall be
either members of former board of directors or former chairmen of standing committees,
and further provided that the committee shall include at least one member of
each local chapter of the Society. The president shall appoint the chairman for
a one-year term. The chairman cannot serve as chairman for more than three successive
years.
(b) A member shall serve for a period of three years or until his successor shall
have been appointed. However, a member who shall miss three consecutive
meetings shall automatically be removed from the committee.
(c) Subsequently, each president shall appoint three members to serve for a period
of three years or until their successors shall have been appointed. If a vacancy
occurs, the president shall appoint a member to serve for the remainder of the
term for which the vacancy occurs.
(d) The quorum for a meeting of the Ethics Committee shall be six members.
(e) The Ethics Committee shall perform the duties required to implement Article
VI and shall, upon written request, express an opinion as to whether or not a
proposed action would be in accord with the Code of Professional Ethics, provided,
however, that if the committee finds itself unable to express such an opinion,
such inability shall not be construed as an endorsement of the action described.
The Ethics Committee shall keep for a period of one year a record of all complaints,
showing the names of the members or non-members complaining, and members complained
against, the nature and the disposition of the charge and such other information
as the committee may deem pertinent or be directed by the board of directors
to include in such record. The Ethics Committee shall keep for a period of five
years a record of all investigations resulting in a finding of a violation against
a member, showing the names of the members or non-members complaining and members
complained against, the nature and disposition of the charge and such other information
as the committee may deem pertinent or be directed by the Board of Directors
to include in such record. The above records appropriately indexed, shall be
kept in the office of the Society and shall not be open to examination by other
than a member of the current Ethics Committee or the administrative staff of
the Society unless expressly authorized by the board of directors.
In general, the Ethics Committee, on its own initiative or at the direction of
the board of directors, shall concern itself with any and all matters relating
to the ethics of the profession, including recommendations to the Bylaws Committee
regarding amendments to the Code of Professional Ethics and also including the
publication of numbered opinions which shall be the official rulings of the Society.
An opinion may be in reversal, modification or amendment of a previous opinion.
Nothing herein shall be deemed to prevent the Ethics Committee from taking whatever
action it considers appropriate under Article VI, Section 2 of these Bylaws.
Section 4 - All committee chairmen shall be listed in the Society’s official
publication as designated by the board of directors.
Section 1 - The Budget Committee shall consist of the
president, secretary, treasurer, Continuing Professional
Education Committee chairman, and three other members
of the board of directors, appointed by the president
to serve until the annual meeting of the Society next
following their appointment. The treasurer shall act as
chairman of this committee.
Section 2 - Each year, at a meeting selected by the board of directors, the Budget
Committee shall submit a tentative budget for the ensuing year for the approval
of the board of directors. The budget may be amended during the year by a majority
vote of the board of directors.
Section 3 - The fiscal year of the Society shall end on April 30th.
Section 4 - The board of directors shall annually appoint a certified public
accountant or certified public accountants to audit the accounts of the Society.
The report of the auditor or auditors for each year shall be submitted to the
members of the Society at the annual meeting and shall be published for the information
of the membership.
Section 5 - All funds of the Society not otherwise employed shall be deposited
from time to time to the credit of the Society in general or special bank accounts
with such banks, trust companies or another depositories as the board of directors
may from time to time designate. The board of directors may make such special
rules and regulations as it may deem desirable with respect to any such bank
account not inconsistent with the provisions of these Bylaws.
Section 6 - All checks, drafts, deeds, mortgages, bonds, contracts, reports,
proxies, and other instruments may be executed on behalf of the Society by such
officers or employees as the board of directors may from time to time designate,
either generally or in specific instances.
Section 1 - Except as provided by Article VII of the
Charter of this Society voting by proxy is not permitted.
Section 1 - Local chapters may be organized at the request
of not less than seven members of the Society. The request
must be submitted in writing to the board of directors
of the Society for approval. Not more than one local chapter
may be formed within any geographical area. The geographical
area of a chapter shall consist of specific parishes and/or
parts of parishes as determined by the board of directors
and, generally, shall embrace the area within a radius
of approximately 40 miles of the center of the city in
which the chapter is located.
Section 2 - Each resident Society member shall be a member of the chapter (a)
of his or her choice, or (b) in the absence of selection, to the chapter covering
the area in which the member resides.
Section 3 - Upon approval of a chapter organization, the board of directors of
the Society shall issue to the chapter a chapter charter which shall stipulate
(1) the objects and purposes of the chapter shall not be inconsistent with those
of the Society; (2) the requisite for membership in a chapter shall be membership
in the Society of Louisiana Certified Public Accountants; (3) the chapter may
not announce or publicize in any way, other than to its members, matters of policy
or procedures concerning the practice of accountancy; however, a chapter may
bring such matters to the attention of the board of directors of the Society
for such action as the board may deem appropriate; and (4) a chapter charter
may be revoked for cause upon a two-thirds vote of the members of the Society
at a special meeting called for that purpose.
Section 4 - Each local chapter shall be entitled to receive a portion of the
dues paid by its members to this Society, to be determined by the board of directors
of the Society, and shall have authority to levy and collect additional dues
from its members.
Section 5 - All chapters shall be governed by bylaws, which, together with any
amendments thereto, must be approved by the board of directors of this Society
and shall not be inconsistent with the Bylaws of the Society.
Section 6 - Pursuant to Section 3, stipulation (2) of this article, the secretary
of the Society shall notify the secretary of the chapter of any member of the
chapter whose Society membership is terminated, such notification to be made
within ten days.
Section 1 - The board of directors shall fix the time
and place of each annual meeting at least six months prior
to such meeting.
Section 2 - A special meeting of the Society may be called at any time by the
president or board of directors at their discretion and shall be called upon
the request, in writing, of at least 5% of the resident members in good standing,
but no business shall be transacted thereat other than the business specified
in the call. The time and place of such meetings shall be fixed by the board
of directors.
Section 3 - Notices of every regular and special meeting of the Society shall
be sent to every member at least ten days prior to the date of the meeting. Such
notices shall state the time and place of such meeting, and in the case of a
special meeting, the business to be transacted.
Section 4 - At any meeting of the Society, forty members shall constitute a quorum.
If no quorum is present within thirty minutes after the time appointed for a
meeting, such meeting shall be considered adjourned.
Section 5 - The members present, provided they constitute a quorum, may adjourn
to a specified date, with the consent of two-thirds, and the secretary is required
to send to all members notice of such adjournment.
Section 6 - At all meetings of this Society the voting shall be by yeas and nays
unless the majority of the members present or the chair desire a vote by ballot.
In the case of the election of officers and board of directors, the voting shall
be by ballot when more than one person is nominated for any one office or more
than three persons are nominated as members-at-large. Each member in good standing
shall be entitled to cast one vote. The majority of all votes cast shall decide
all questions voted upon, unless otherwise provided for.
Section 7 - In lieu of a special meeting, the Society in meeting assembled may
direct, or the board of directors by a majority may direct, that the president
submit any question to the entire membership for a vote by mail. If voted on
by at least one-third of the members, any action approved in writing by two-thirds
of the members voting shall be declared by the president an act of the Society
and shall be so recorded in its minutes. Mail ballots shall be valid and counted
only if received within 60 days after date of mailing ballot forms from the office
of the Society.
Section 8 - The order of business at the annual meetings of the Society shall
be determined by the president.
Section 9 - The order of business may be changed by a majority vote of the members
present.
Section 10 - The retiring president shall continue to preside at the annual meeting
until all business has been completed, at which time he shall relinquish the
chair to his successor.
Section 11 - The rules of parliamentary procedure contained in "Robert’s
Rule of Order" shall govern all meetings of the Society and of the board
of directors.
Section 12 - Reports of officers, chapters and committees may be published in
the official publication of the Society in lieu of reading at the annual meeting.
Section 1 - The corporate seal of this corporation shall
be circular in form, having within the rim the inscription "SOCIETY
OF LOUISIANA CERTIFIED PUBLIC ACCOUNTANTS, Incorporated
1911," and displaying in the center a monogram composed
of the initials "C.P.A."
Section 1 - These Bylaws may be amended by a vote of
two-thirds of the members in good standing present and
voting at any annual or special meeting called for that
purpose after 30 days prior notice in writing shall have
been mailed to each member by the secretary. All proposals
to amend the Bylaws under this section shall be approved
by the board of directors prior to notice to members,
but such proposals may be amended from the floor at the
annual or special meeting.
Section 2 - In addition, there may be submitted in writing at the annual meeting,
with the consent of the majority of members present, other proposals to amend
the Bylaws. Each such proposal, if approved by a two-thirds vote of the members
present, shall be submitted to all of the members of the Society for a vote by
mail. The board of directors shall also be authorized to approve mail ballot
Bylaw amendment proposals by a two-thirds vote of the board of directors present
at a regular or special called meeting of the board. If mail ballots are received
from at least five hundred of the members, and if two-thirds of those voting
in this manner shall approve such proposed amendment, such amendment shall become
effective. Mail ballots shall be considered valid and counted only if received
in the Society's business office within 60 days from the date of mailing the
ballots to members.
Section 3 - Amendments to these bylaws shall become effective upon approval of
the members as provided in Sections 1 and 2 of this article, unless another date
is specified in the Bylaws as amended.
The Code of Professional Ethics of the Society of Louisiana
CPAs shall be the Code of Professional Conduct of the
American Institute of Certified Public Accountants, its
definitions, rulings and interpretations in effect as
of June 1, 1988 and subsequently changed, modified or
amended. However, such changes, modifications or amendments
may be excluded from the Society of Louisiana CPAs' Code
of Professional Ethics by majority vote of the Board of
Directors present at a duly called regular or special
meeting and a majority vote of members present at a duly
called annual meeting or participating in a mail ballot
described in Article XVI.
Section 1 - The Society shall indemnify any person who
was or is a party or is threatened to be made a party
to any action, suit or proceedings, whether civil, criminal,
administrative or investigative (including any action
by or in the right of the Society) by reason of the fact
that he/she is or was a member of the board of directors,
officers, employee, committee member or agent of the Society,
or is or was serving at the request of the Society as
a director, officer, employee, committee member or any
member of the society who has undertaken some duty, task
or responsibility on behalf of the Society and at the
request of the Society against expenses (including attorney
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him/her in connection
with such action, suit or proceeding if he/she acted in
good faith in a manner he/she reasonably believed to be
in or not opposed to the best interests of the Society,
and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his/her conduct was
unlawful; provided that in case of actions by or in the
right of the Society, the indemnity shall be limited to
expenses (including attorney fees and amounts paid in
settlement not exceeding, in the judgment of the board
of directors the estimated expenses of litigating the
action to conclusion) actually and reasonably incurred
in connection with the defense or settlement of such action
and no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have
been adjudged to be liable for gross negligence or willful
misconduct in the performance of his/her duty to the Society.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not of itself create
a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Society, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that his/her conduct was unlawful.
Section 2 - To the extent that a member of the board of directors, officer, employee,
committee member or any member of the Society who has undertaken some duty, task
or responsibility on behalf of the Society and at the defense of any such action,
suit or proceeding, or in defense of any claim, issue or matter therein, he/she
shall be indemnified against expenses (including attorney fees) actually and
reasonably incurred by him/her in connection therewith.
Section 3 - The indemnification hereunder (unless ordered by the court) shall
be made by the Society only as authorized in a specific case upon a determination
that the applicable standard of conduct has been met. Such determination shall
be made (1) by the board of directors by a majority vote of a quorum consisting
of members of the board of directors who were not parties to such action, suit
or proceeding, or (2) if such a quorum is not obtainable or a quorum of disinterested
members of the board of directors so directs, by independent legal counsel, or
(3) by a majority vote of a quorum of members in good standing of the Society
at a regular or special meeting of the Society, or in lieu of a special meeting,
by a mail vote conducted pursuant to the provisions of Section 7, Article XIV
of these Bylaws.
Section 4 - The expenses incurred in defending such an action, suit or proceeding
shall be paid by the Society in advance of the final disposition thereof if authorized
by the board of directors in a manner provided in Section 3, above, upon receipt
of an undertaking by or on behalf of the party seeking indemnification, to repay
such amount unless it shall ultimately be determined that he/she is entitled
to be indemnified by the Society as authorized hereunder.
Section 5 - The indemnification provided hereunder shall not be deemed exclusive
of any other rights to which one indemnified may be entitled, both as to action
in his/her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a member
of the board of directors, officer, employee, committee member or any member
of the Society who has undertaken such duty, task, or responsibility on behalf
of the Society and at the request of the Society and shall inure to the benefit
of his/her heirs and legal representatives.
Section 6 - The Society may procure insurance on behalf of any person who is
or was a member of the board of directors, officer, employee or committee member,
or is or was serving at the request of the Society as a member of the board of
directors, officer, employee, committee member or any member of the society who
has undertaken some duty, task or responsibility on liability asserted against
or incurred by him/her in any such capacity, or arising out of his/her status
as such, whether or not the Society would have the power to indemnify him/her
against such liability under the Nonprofit Corporation Law of Louisiana.
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This edition of the Society of Louisiana
CPAs Bylaws was revised and updated through September,
1993, the date of the last amendment.
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