ARTICLE I -NAME AND PURPOSE
SECTION A – NAME
The name of the Corporation shall be “The Society of Louisiana Certified Public Accountants” and it shall be referred to in these Bylaws as the “Society”.
SECTION B – PURPOSE
The Society fulfills the educational needs of its members, strengthens the profession’s self-regulatory process, serves as an advocate for the Certified Public Accountant (CPA) profession, and promotes the value of CPAs to the public. The Society supports and assists Members in their responsibility to serve the public interest and the obligation to maintain professional competence, upholds a standard of performance by CPAs, and oversees professional conduct by means of effective self-regulatory process.
ARTICLE II – MEMBERS AND AFFILIATES
SECTION A – MEMBERS
Any individual holding a valid CPA certificate under the laws of any U.S. State, district, or territory is eligible to be a Member of the Society.
The Board of Directors may establish categories of Members for the purpose of establishing dues.
SECTION B - AFFILIATES
The Board of Directors shall have the authority to create non-voting categories of Affiliates and set appropriate dues schedules.
SECTION C – APPLICATION FOR MEMBERSHIP OR AFFILIATION
Application for status as a Member or Affiliate shall be in a form prescribed by the Board of Directors. Unless waived by the Board of Directors, every application for status as a Member or Affiliate must be accompanied by a remittance covering dues, as applicable.
SECTION D – DUES AND ASSESSMENTS
The amount of annual dues for each category of Members and Affiliates shall be set by the affirmative vote of three-fourths of the Board of Directors, except as otherwise provided herein. 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 E – CONTINUING MEMBERSHIP REQUIREMENTS
To maintain membership in the Society, Members must (a) be current on all membership dues; and (b) comply with practice monitoring requirements established by the American Institute of Certified Public Accountants.
SECTION F – PROFESSIONAL ETHICS REQUIREMENTS
To maintain membership in the Society, Members must comply with the American Institute of Certified Public Accountants’ Code of Professional Conduct.
SECTION G – VOTING RIGHTS
Members shall have the right to vote in person at the Annual Meeting, a Special Meeting, or as otherwise provided for herein. Voting by proxy is not permitted. All other matters of governance and operation are the purview of the Board of Directors.
SECTION H – NOTICE OF MEETINGS; WAIVER OF NOTICE
Written notice of any meeting may be given by mail or other authorized communications methods, including written notice or report delivered as part of a communication regularly sent to Members and shall be sent to the Member’s address as it appears in the Society’s records. Notice of any such meeting need not be given to a Member who, either before or after the meeting, shall submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him or her.
SECTION I –MEETINGS OF THE MEMBERS
An Annual Meeting of the Members to transact such business as may properly come before it shall be held after the close of the fiscal year on a date established by the Board of Directors. The Secretary shall notify the Members of the date and location selected for the Annual Meeting at least thirty (30) days prior thereto. The Chair of the Board, and in the Chair’s absence the Chair-Elect of the Board, shall preside at all meetings of the Members and shall conduct the affairs of the Society in accordance with the Articles of Incorporation, the Bylaws, and policy manuals.
Special meetings of the Members: (a) may be called at any time by the Chair of the Board; and (b) shall be called by the Chair of the Board or the Chief Executive Officer of the Society (CEO) if written request for such a special meeting which specifies its purpose is made by: (i) a majority of the Board of Directors or (ii) five percent (5%) of the current Members eligible to vote. The time, place (if any), and manner of a special meeting shall be determined by the Chair of the Board, or by the CEO if the Chair of the Board fails to make such a determination. All such meetings shall be called by giving at least thirty (30) days prior written notice to all voting members. At such special meetings only the business specified in the meeting notice shall be considered.
SECTION J – QUORUM
At all meetings of the Members, forty (40) voting Members present in person shall constitute a quorum. If a quorum is not present, the Chair of the Board, or in the absence of the Chair of the Board, those Members present shall declare an adjournment to such time, place (if any), and manner as they may deem proper. Such adjourned meeting shall be considered the same meeting as that originally called.
ARTICLE III - BOARD OF DIRECTORS
SECTION A – QUALIFICATIONS AND NUMBERS OF MEMBERS
There shall be a Board of Directors to be composed of: Chair; Chair-Elect; Treasurer; Past Chair; Six At-Large Members of the Board; and all Chapter Presidents. The CEO shall serve as President and Secretary in an ex-officio capacity. Members of the Board of Directors must be Members of the Society. Members of the Board of Directors shall be “Directors” of the Society. The Chair-Elect, Treasurer, and At-Large Members of the Board of Directors are elected by the Members at the Annual Meeting. The Chair-Elect shall have served, at the time of being elected or appointed, as Treasurer or as a Board Member At-Large for not less than one (1) fiscal year. The Chair-Elect accedes to Chair of the Board in the year following election. The Past Chair shall be the most recent Chair of the Board of Directors.
SECTION B – GENERAL POWERS AND DUTIES
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 authority to act on behalf of the Corporation, and may delegate to any Officer such administrative functions, as it deems necessary, except that the employment or termination of the CEO 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. In respect to all questions of interpretation of the Bylaws, a decision of the majority of the Board of Directors shall be final and binding.
SECTION C – NOMINATIONS
The Nominating Committee shall propose a slate of Officers and At-Large Members of the Board of Directors and render its report to the Board of Directors and membership at least thirty (30) days prior to the first day of the Annual Meeting. Nominating procedures shall be conducted in accordance with Article V Section B. Additional nominations may be made from the floor by any Member at the Annual Meeting.
SECTION D – TERM OF OFFICE
The terms of elected Officers of the Board of Directors shall be one year. At-large Members of the Board of Directors shall be elected to serve for a two (2) year term. In the event an At-Large Member ascends to an Officer position, the unexpired one (1) year term will be filled by nomination and election as provided herein. Each member of the Board of Directors shall continue to hold office until their respective successor is elected/appointed, or until the Director’s death, resignation, disqualification, or removal. At-large Members of the Board may serve an unlimited number of terms, but may not serve for more than six (6) consecutive years.
SECTION E – RESIGNATION
Any Director may resign as a member of the Board of Directors at any time by giving written notice to the Secretary. The resignation of such Director shall take effect upon receipt of the notice by the Secretary or at such later time as shall be specified in such notice; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.
SECTION F – VACANCIES
If any Director resigns or otherwise ceases to be a member of the Board of Directors prior to the expiration of a term, the Board of Directors, may, by majority vote, appoint a Member to serve the balance of the unexpired term.
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 any At-Large Member of the Board of Directors not later than sixty (60) days following creation of the vacancy.
If the office of Chair of the Board is vacated, the Chair-Elect shall fill the unexpired term of such vacancy and shall also retain his elected office with the right to continue as Chair of the Board for the ensuing term of office. The Board of Directors shall have the right, power and duty to fill the unexpired term or a vacancy occurring in the office of Chair of the Board only if and when there is also a vacancy in the office of Chair-Elect.
If the office of Chair-Elect is vacated, such office shall remain vacant until the next annual meeting of the Society.
SECTION G – BOARD OF DIRECTORS’ MEETINGS
The Board of Directors shall meet at least four (4) times annually or upon call of the Chair, or at the request of any four (4) board members. Such request must be in writing and addressed to the Chair of the Board.
The Chair of the Board, and in the Chair’s absence the Chair-Elect of the Board, shall preside at all meetings of the Board of Directors and shall conduct the affairs of the Board in accordance with the Articles of Incorporation, the Bylaws, and policy manuals.
In the event a chapter president referred to in Section A 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 Secretary.
SECTION H – NOTICE OF MEETINGS; WAIVER OF NOTICE
All meetings shall be held at such time and place as specified in the notice of the meeting. Meetings are to be held in person and, may not be conducted through electronic or other communications equipment. Written notice of any meeting may be given by mail or by use of approved communications methods. Whenever any notice of time, place, or purpose shall be required to be given to a Director, statutes, Articles of Incorporation, code of regulations, or Bylaws, a waiver signed, whether before or after the meeting, by the person(s) entitled to notice shall be deemed equivalent to such notice. In addition, if any Director attends a meeting and fails to object prior to or at the commencement of the meeting, to the form of notice given, that Director shall have waived any such objection.
SECTION I – QUORUM AND VOTING
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present, those Directors present shall declare an adjournment to such time and place (if any) as they may deem proper. Such adjourned meeting shall be considered the same meeting as that originally called. Each member of the Board of Directors shall be entitled to one (1) vote on each matter submitted to a vote by the Board of Directors.
SECTION J – ACTION BY BOARD OF DIRECTORS WITHOUT A MEETING
Any action that may be authorized or taken at a meeting of the Board of Directors may be approved without a meeting if consent in writing, describing the action to be taken, is signed by all Directors. Written consent shall be filed with the minutes of the Board of Directors meeting. An electronic mail or other transmission capable of authentication containing an affirmative vote or approval of a Director is a signed writing for purposes of this Section, and the last date any such consent is sent by a Director shall be the date such action is authorized.
SECTION K – RECORDS AND REPORTS
The Secretary shall keep a record of all proceedings and shall submit minutes for approval at the next scheduled Board Meeting.
ARTICLE IV - CORPORATE OFFICERS
SECTION A – NUMBER AND QUALIFICATIONS
The Corporate Officers shall be composed of: President/CEO, Treasurer, and Secretary.
SECTION B – DUTIES OF CORPORATE OFFICERS
The President/CEO shall: (a) implement the programs and policies approved by the Board of Directors; (b) supervise the Society’s office and staff including the maintenance of accounting records; and (c) have responsibility for the collection and disbursement of funds.
The Treasurer shall: (a) be responsible for the financial reporting of the Society; (b) present reports at each meeting of the Members and periodically to the Board of Directors; and (c) have responsibility over the Society’s funds and securities as may be delegated by the Board of Directors.
The Secretary shall: (a) give notice of all meetings of the Members and the Board of Directors and shall keep a record of such meetings and of all other matters of which a record shall be ordered by the Directors; (b) conduct official correspondence of the Society and maintain files of all correspondence, records and reports of committee activities; and (c) have charge of the Seal of the Society and of its corporate and financial records.
ARTICLE V - COMMITTEES
SECTION A – STANDING COMMITTEES
There shall be the following standing committees: Professional Ethics Committee; and Budget Committee. The Members of these committees shall be appointed by the Chair-Elect.
The Professional Ethics Committee shall be composed of at least ten Members serving three (3) year staggered terms. No member shall be a member of the State Board of Certified Public Accountants of Louisiana. The Committee shall be guided by the provisions of the American Institute of Certified Public Accountants’ Joint Ethics Enforcement Program Manual.
The Budget Committee shall be composed of: the Treasurer, who shall serve as Chair; Chair of the Board; Chair-Elect; Secretary; Past Chair; and three (3) current At-Large Members of the Board of Directors, appointed by the Chair of the Budget Committee.
SECTION B- NOMINATING COMMITTEE; VOTES
There shall be a Nominating Committee to be composed of: (a) the Past Chair of the Board, who shall serve as Chair and have one vote; (b) the Chair-Elect, who shall serve as Vice-Chair and have one vote; (c) the Chair of the Board, who shall have one vote; and (d) each chapter president or their designee. Chapter presidents or their designees shall have (i) one vote if they represent a chapter with 200 or fewer members; (ii) two votes if they represent a chapter with 201 to 400 members; or (iii) two votes for the first 400 Members plus one additional vote for each 400 Members or portion thereof over the first 400 Members if they represent a chapter with 400 or more members.
The Secretary shall determine the number of members of each chapter as of the thirtieth (30th) of April preceding the Nominating Committee meeting and allocate votes accordingly.
Each member of the Nominating Committee may vote the total number of votes allocated to that committee member for each officer position being nominated. The committee shall conduct separate votes for each At-Large Member of the Board of Directors’ position being considered. When casting votes for each At-Large Member of the Board of Directors’ position, each committee member may vote the total number of votes allocated to that member.
SECTION C – OTHER COMMITTEES OR TASK FORCES
There shall be such other committees and task forces as shall be authorized from time to time by the Board of Directors. The CEO shall be an ex-officio of all committees. Committees shall consist of at least three (3) Members and shall be appointed annually by the Chair-Elect.
ARTICLE VI - LOCAL CHAPTERS
SECTION A – ORGANIZATION OF CHAPTERS
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 be determined by the Board of Directors.
SECTION B – MEMBERS
Each Society Member shall be a member of the chapter: (a) in which the Member resides; or (b) of their choice. Members may belong to only one (1) chapter.
SECTION C – CHAPTER CHARTER
Upon approval of a chapter organization, the Board of Directors of the Society shall issue to the chapter a chapter charter which shall stipulate: (a) the objectives and purpose of the chapter shall not be inconsistent with those of the Society; (b) the requisite for membership in a chapter shall be membership in the Society; (c) 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; and (d) 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 D – DUES ALLOCATION
Each local chapter shall be entitled to receive a portion of the dues paid by its Members to the Society, to be determined by the Board of Directors of the Society.
SECTION E – CHAPTER BYLAWS
All chapters shall be governed by bylaws, which, together with any amendments thereto, must be approved by the Board of Directors of the Society and shall not be inconsistent with the Bylaws of the Society.
ARTICLE VII - AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS
Amendments to the Articles of Incorporation or these Bylaws may be made at any time by an affirmative vote of two-thirds of the Board of Directors. The Secretary shall communicate such amendment(s) to Members. If, after sixty (60) days, written objections are not received by the Secretary from at least five percent (5%) of the current Members eligible to vote, the amendment(s) shall become effective
. However, if the objections exceed five percent (5%) of the current Members eligible to vote, then the amendment(s) shall be submitted by mail or through the use of authorized communications equipment to all the current Members eligible to vote and, if approved in writing by two-thirds of those voting, the amendment(s) shall become effective.
Proposals to amend the Articles of Incorporation or the Bylaws of the Society may also be originated: (a) by a committee appointed for such purpose; or (b) by a written submission to the Secretary of a notice of proposed amendments signed by at least five percent (5%) of the current Members eligible to vote, such notice being required to be received by the Secretary prior to sixty (60) days before a meeting of the Society. Under (a) and (b) of this Section, proposed amendments shall be presented for a vote of the Members entitled to vote at, and shall be included in the notices for, the Annual Meeting or any special meeting. If such amendments presented are approved by a two-thirds affirmative vote of the Members present at such meeting, the proposed amendments shall become effective.
Further, by consent of the majority of the Members present at a meeting, any new proposed amendments that are made by Members present in person at such meeting and not previously noticed to the Members shall be presented for a vote at such meeting. If such floor amendments presented are approved by a two-thirds affirmative vote of the Members present at such meeting, the proposed amendments shall then be submitted by mail or through the use of authorized communications equipment to all current Members eligible to vote. If then approved in writing by two-thirds of the Members voting by mail or through the use of authorized communications equipment, the amendments shall become effective.
ARTICLE VIII - INDEMNIFICATION
The Society may 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 is or was director, officer, employee, committee member or agent of the Society, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith in a manner 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 no reasonable cause to believe his 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 attorneys’ 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 negligence or misconduct in the performance of his duty to the Society unless and only to the extent that the court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. 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 conduct was unlawful.
To the extent that a director, officer, employee, committee member or agent of the Society has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
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: (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable or a quorum of disinterested Director so directs, by independent legal counsel; or (c) by a majority vote of a quorum of Members of the Society at a regular or special meeting of the Society.
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 the manner provided in Section C, 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 is entitled to be indemnified by the Society as authorized hereunder.
The indemnification provided hereunder shall not be deemed exclusive of any other rights to which the person indemnified may be entitled, both as to action in his 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 heirs and legal representatives.
The Society shall have power to procure insurance on behalf of any person who is or was a director, officer, employee or committee member, or is or was serving at the request of the Society as director, 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 in any such capacity, or arising out of his status as such, whether or not the Society would have the power to indemnify him against such liability under the Nonprofit Corporation Law of Louisiana.
ARTICLE IX - MISCELLANEOUS
SECTION A – FISCAL YEAR
The fiscal year of the Society shall begin on the 1st day of May and end on the 30th day of the following April.
SECTION B – FINANCIAL STATEMENTS
The financial statements of the Society shall be maintained in accordance with generally accepted accounting principles and audited annually by a Certified Public Accountant or firm of Certified Public Accountants. The report of the auditor or auditors for each year shall be made available to Members.
SECTION C – SEALS, TRADEMARKS, OTHER INTELLECTUAL PROPERTY
The Society shall have the sole right to adopt and control completely the use of its corporate seal, and such other seals, logos, trademarks, or other indicia or intellectual property, as it may deem suitable and appropriate. The Board of Directors may approve the use, and the terms and conditions of that use, of the name, seals, logos, trademarks, or other indicia or intellectual property of the Society by Members or Affiliates.
SECTION D – ROBERT’S RULES OF ORDER
The rules of parliamentary procedure contained in the current edition of Robert’s Rules of Order shall govern the Annual Meeting, Special Meetings of the Members, and meetings of the Board of Directors.
SECTION E – BYLAWS CONVENTIONS
Whenever the singular number is used in these Bylaws, and when required by the context, the singular shall include the plural, and vice versa. These Bylaws shall constitute the Society’s Bylaws within the meaning of Louisiana R.S. § 12:222, as it may be amended from time to time.