North Dakota CPA Society Bylaws
Effective September 21, 2020
ARTICLE I .. MEMBERSHIP
Section 1. ELIGIBILITY FOR MEMBERSHIP: Any person who holds a certificate in good standing as a certified public accountant (“CPA”) issued by any state, territory, or possession of the United States or District of Columbia, shall be eligible to become a member of the North Dakota CPA Society (“Society”). A member who voluntarily relinquishes his or her CPA certificate may continue as a member.
Section 2. OTHER CLASSES OF MEMBERS: The Society may have other individuals as members with varying classifications based on varying circumstances as set forth below. The Board may add non-voting membership categories and their requirements and privileges, upon an affirmative vote of at least 9 of the 12 board members.
(A) STUDENT MEMBERS/ACCOUNTING AFFILIATIONS: The Board of Directors, by whatever procedure it deems appropriate, may confer non-voting membership on accounting students, on persons who are planning to become CPAs, or on other persons based on their affiliation with the accounting profession (defined hereinafter as “Affiliates”). Affiliates shall have the same rights and privileges as regular members, including the obligations to pay dues (provided that, dues for the different classifications of Affiliates may differ as set by the Board of Directors), but shall not be entitled to vote or hold elective office. With the exception of voting matters or any other matter specifically stated herein, all references to members of the Society shall include Affiliates.
Section 3. APPLICATION FOR MEMBERSHIP AND NOTICE TO MEMBERS: Application for membership shall be made on forms furnished by the Society. The application form shall be completed by the applicant and submitted to the Society office, together with payment of an application fee, if applicable.
Section 4. ADMISSION TO MEMBERSHIP: If the application is approved by the Society office, the applicant shall be admitted to the Society as a member. If the application is not approved but the applicant is otherwise qualified, the application shall be referred to the Board for approval. If the Board does not approve it, then such application shall be submitted to the voting members for approval or rejection at a meeting. If approved, by two-thirds (2/3) of the voting members present at the meeting, the applicant shall be admitted to the Society as a member.
Section 5. CERTIFICATE: Except for Affiliates, the Society shall issue to each member a certificate, unless otherwise directed by the Board.
ARTICLE II .. FEES AND DUES
Section 1. APPLICATION FEE: Applicants may be required to pay an application fee as set by the Board of Directors. If any application for membership is rejected, such application fee shall be refunded.
Section 2. MEMBERSHIP DUES: Annual dues shall be set by the Board of Directors.
Section 3. WHEN PAYABLE: Dues shall be payable by the due date shown on the statement and shall be in arrears 30 days thereafter.
Section 4. APPORTIONMENT OF DUES: Dues paid by new members shall be apportioned accordingly.
Section 5. EXEMPTION FOR PERIOD OF MILITARY SERVICE: No member shall be required to pay dues for the period he or she is engaged in active military service of the United States or its allies.
ARTICLE III. RIGHTS OF MEMBERS & AFFILIATES
Section 1. VOTING: Each member (except those not entitled to vote, such as an Affiliate, and any member whose dues are in arrears) shall have one vote at all meetings of the Society. There shall be no cumulative voting. No person shall act as proxy for more than one member. A majority of the members entitled to vote and present in person or by proxy at a meeting shall carry any motion unless otherwise provided in the Articles of Incorporation or in these bylaws.
Section 2. MEMBERSHIP CONDITION: Each applicant for membership, as a consideration for the granting of such membership, shall agree to the conditions imposed by membership, which may include review of reports by a report review committee. In no case may an applicant for membership, an Affiliate, or a member bring an action in tort or otherwise against members of the Society, the Society, its directors, staff, or committees, either singly or collectively, for the performance of any acts required by the bylaws and reasonably exercised.
ARTICLE IV .. MEETINGS OF THE SOCIETYSection 1. ORDER OF BUSINESS: The order of business at meetings of the Society shall be determined by the President.
Section 2. RULES OF ORDER: Except as otherwise provided in these bylaws, Roberts Rules of Order shall govern all meetings of the Society.
Section 3. REGULAR MEETINGS: The annual meeting of the Society shall be held at a time and place determined by the Board of Directors. Election of directors and officers shall take place at the annual meeting.
Section 4. SPECIAL MEETINGS: Special meetings of the Society may be called for any purpose at any time by the President, by resolution of the Board of Directors, or by written request delivered to the secretary and signed by at least 40 members. The business of a special meeting is limited to those matters stated in the meeting notice.
Section 5. NOTICE OF MEETING: Written notice of each meeting of members stating the time, place and purpose of meeting shall be given by the Executive Director to each member entitled to vote at the meeting. Such written notice must be properly addressed according to the last available corporate records and sent not less than five (5) nor more than 30 days before the meeting. Any member may, in writing either before, at or after the meeting, waive notice thereof. Any member by his or her attendance at any meeting shall be deemed to have waived notice thereof unless that attendance is solely for the purpose of asserting the illegality of the meeting. Meetings and their related timely notice may be accomplished by way of telephone and other electronic means.
Section 6. VOTING BY MAIL AND OTHER MEANS: When authorized by the Board of Directors, members may vote by mail, telephone or other electronic means, and such vote shall have all the effects of a vote cast in person at a regular or special meeting if notice of voting shall have been sent to the members in similar manner as a notice of meeting provided in Section 5 above. No ballot by mail shall be counted unless received by the Executive Director within 45 days after the date the notice of voting is sent to the members. If stated in the meeting notice, the entire vote may be taken on any issue by mailed ballots or electronic means.
Section 7. QUORUM: A quorum for a meeting of members shall be 40 members entitled to vote present in person or by proxy or electronic means. In the absence of a quorum any meeting may be adjourned from time to time. When a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.
Section 8. DIRECTORS MAY AUTHORIZE NON-MEMBERS TO ATTEND MEETINGS: Under such rules and regulations as prescribed by the Board of Directors, the privilege of attending meetings of the Society may be extended to any person.
ARTICLE V .. DIRECTORS
Section 1. DUTIES, NUMBER AND ELECTION OF DIRECTORS: The affairs of the Society shall be governed by a Board of Directors consisting of twelve (12) members in good standing, including four (4) officers, the immediate Past President, the President, the President-Elect, Secretary, and eight (8) members elected at large. The eight (8) elected member at large positions shall take office immediately after their election. In each year, two or three at-large directors shall be elected by the members for a term of two (2) or three (3) years, as applicable, to fill the expiring terms. The term of each elected director shall continue until a successor is elected and qualifies.
Section 2. NOMINATIONS: Voting members present in person, by proxy or by electronic means at the annual meeting of the Society may, and the nominating committee shall, nominate members to be elected directors.
Section 3. REGULAR MEETINGS: At least two (2) regular meetings of the Board of Directors shall be held each year at such time and place as a majority of the directors may from time to time appoint.
Section 4. SPECIAL MEETINGS: The President may call a meeting of the Board of Directors when he or she deems it necessary or advisable. The President must call a meeting of the Board of Directors at the request in writing of two (2) or more directors or 40 or more members of the Society. The business of a special meeting of the Board of Directors is limited to those matters stated in the meeting notice.
Section 5. NOTICE OF MEETINGS: Written notice of each meeting of directors stating the time and place of meeting (and, in case of a special meeting, the purpose) shall be given to each director properly addressed according to the last available corporate records. Such notice shall be sent not less than five (5) nor more than 30 days before the meeting. Any director may in writing, either before, at or after the meeting, waive notice thereof. Any director by his or her attendance at any meeting shall be deemed to have waived notice thereof unless he or she attends solely for the purpose of asserting the illegality of the meeting. Board of Directors meetings and their related notice may be accomplished by way of telephone and other electronic means.
Section 6. PLACE OF MEETING: The directors may hold meetings at the registered office of the corporation or at such other place as may be designated by a majority of the directors.
Section 7. ORDER OF BUSINESS: The order of business at meetings of the Board of Directors shall be determined by the President.
Section 8. RULES OF ORDER: Except as otherwise provided in these bylaws, Roberts Rules of Order shall govern all Board of Director meetings.
Section 9. QUORUM: Seven (7) members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 10. BOARD ACTION WITHOUT A MEETING: Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized by all of the directors.
ARTICLE VI .. OFFICERS AND EXECUTIVE DIRECTOR
Section 1. OFFICERS AND EXECUTIVE DIRECTOR: The elected officers of the Society shall be a President, a President-elect, and a Secretary. Each officer shall be a member of the Board of Directors. No person shall hold more than one office concurrently. An officer must be a resident of North Dakota or an individual who primarily practices in the State of North Dakota. In addition to the above officers, the Board of Directors shall designate a full or part-time Executive Director whose duties, salary and term of employment shall be set by the Board of Directors.
Section 2. ELECTION OF OFFICERS: At the annual meeting of the Society, members of the Society entitled to vote shall elect the officers of the Society, who shall take office immediately following their election. The nominating committee shall, and voting members present in person, by proxy or by electronic means at the meeting of the Society may, nominate one or more members for each office. Each officer shall be elected for a term of one year and shall hold office until a successor is elected and qualifies. No officer shall be paid a compensation for acting as an officer of the Society.
Section 4. PRESIDENT: The President shall preside at all meetings of the Society and of the Directors, shall enforce the bylaws of the Society, and shall perform all the duties usually pertaining to such office.
Section 5. PRESIDENT-ELECT: In the absence or disability of the President, the President-elect shall have and exercise all the powers and duties of the President, and in the absence or disability of both the President and President-elect, the Secretary shall have and exercise all the powers and duties of the President.
Section 6. SECRETARY: The secretary shall be responsible for ensuring that minutes of the Board of Directors and Society are recorded and maintained. The secretary shall oversee the financial accounting and operations of the society.
Section 7. EXECUTIVE DIRECTOR: The Executive Director shall give notice of all meeting of the Society and of the Board of Directors, shall notify the persons admitted to the Society of their admission, shall keep a register of names and addresses of members of the Society and shall designate those members qualified to vote at meetings of the Society, shall receive all moneys payable to the Society and shall have charge of all of the funds and securities of the Society, shall keep regular accounts thereof subject to the inspection of any officer, shall be an ex-officio member of the Board without vote and shall also perform such other duties as may be assigned by the Board of Directors from time to time.
ARTICLE VII .. RESIGNATION OR REMOVAL OF DIRECTORS AND FILLING VACANCIES
Section 1. REMOVAL: Directors shall be subject to removal from office by a vote of the majority of the members entitled to vote for the election of directors and officers taken at a meeting held after notice of the time and place and of the intention to propose such removal.
Section 2. RESIGNATION: Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or Secretary.
Section 3. FILLING OF VACANCIES: Vacancies caused by the removal of a director by the members may be filled by election at the meeting of such members at which the removal is made. If not so filled, or if the office of any director becomes vacant from any other cause, the directors in office may appoint any qualified person or persons to fill such vacancy or vacancies and hold such office or offices until a successor or successors shall be duly elected and shall qualify at the annual meeting.
ARTICLE VIII .. CHAPTERS
Section 1. FORMATION OF LOCAL CHAPTER: Eight (8) or more members of the Society residing or maintaining offices in one locality may, upon approval of the Board of Directors, constitute a local chapter of the Society, and such local chapter shall be called and known as the (name) Chapter of the North Dakota CPA Society.
Section 2. EFFECTS OF REDUCTION IN MEMBERS: Whenever the membership of any local chapter shall become less than five (5) members and shall continue so for three (3) months, such local chapter shall cease to be a part of the Society and all its rights and privileges shall be forfeited.
Section 3. EFFECT OF FAILURE TO MAINTAIN MEMBERSHIP IN SOCIETY: If a member of any local chapter shall cease to be a member of the Society, he or she shall at once cease to be a member of the local chapter.
Section 4. BYLAWS OF THE LOCAL CHAPTER: Bylaws of a local chapter shall not be in conflict with those of the Society and such bylaws or any amendment or change therein shall not take effect until approved by the Board of Directors of the Society.
Section 5. DUES OF LOCAL CHAPTER: Each local chapter may be entitled to receive a portion of the dues paid by its members to the Society, such portion to be determined by the Board of Directors, and shall have authority to levy and collect additional dues from its members.
Section 6. REPORTS TO DIRECTORS: The Board of Directors may require such reports and accountings from the local chapter as the Board may decide upon from time to time.
ARTICLE IX .. FISCAL YEAR AND ENGAGEMENT OF FINANCIAL RECORDS
Section 1. FISCAL YEAR: The fiscal year of the Society shall be set by the Board of Directors.Section 2. AUDIT OR OTHER ENGAGEMENT OF FINANCIAL RECORDS: An annual audit or other engagement of the Society's financial records shall be performed and completed in a manner established by the Board of Directors recommendation.
ARTICLE X .. COMMITTEES
Section 1. The President may appoint or delegate the appointment of committees and other work groups, their members, and their leaders, as he or she may determine to be advisable. The Board of Directors has the authority to changes any such appointments. The officers and Executive Director shall have the privilege of the floor at all committee meetings. There shall be three (3) permanent Society committees: the Nominating Committee, the Professional Ethics Committee, and the Executive Committee.
Section 2. NOMINATIONS COMMITTEE: The Society’s nominations committee shall consist of five (5) or more Society members in good standing, one of which must be a current member of the Board of Directors. The nominations committee shall propose candidates for officer and at-large director positions, as necessary, and also propose CPA candidates for appointment to the State Board of Public Accountancy, as necessary.
Section 3. COMMITTEE ON PROFESSIONAL ETHICS: The Society’s committee on professional ethics shall propose such rules of professional conduct or changes therein as it may deem advisable. The committee shall also interpret existing rules, receive and consider complaints against persons charged with violation of such rules, and it shall report to the Board of Directors the disposition of complaints received.
Section 4. EXECUTIVE COMMITTEE: The Executive Committee shall consist of the President, President-elect, immediate Past President and Secretary, and the Executive Director as a non-voting member. The committee shall have such authority as may be conferred by the Board and shall be subject to the authority of the Board.
ARTICLE XI .. RULES OF PROFESSIONAL CONDUCT
Section 1. MEMBERS TO OBSERVE EXISTING RULES: Members of the Society shall abide by the Code of Professional Conduct of the AICPA in effect on the date that these bylaws shall become effective, and thereafter, as amended, as set out in Section 2 of this Article.
Section 2. AMENDMENTS: All amendments to the existing Code of Professional Conduct which may be adopted by the AICPA shall become a part of the rules of this Society on the date of the annual meeting next following the effective date of such amendments unless a majority of the members present at such meeting vote to reject such amendment. In the wording of the Code of Professional Conduct of the AICPA wherever reference is made to the "American Institute of Certified Public Accountants", AICPA or the "Institute" such reference shall mean the "North Dakota CPA Society" and/or "Society", as the case may be wherever such meaning would be appropriate. Other amendments to the rules of Professional Conduct may be adopted by the members of the Society in the same manner as these bylaws may be amended.
Section 3. VIOLATION OF RULES: Any violation of the Code of Professional Conduct reported to the President or Executive Director shall be referred to the Society’s committee on professional ethics.
ARTICLE XII .. TERMINATION OF MEMBERSHIP
Section 1. RESIGNATION: A member may offer his or her resignation in writing at any time and the resignation shall be effective on the date it is received, except that the resignation of a member under charges shall be referred to the trial board as provided for in Article XII hereof.
Section 2. TERMINATION FOR FAILURE TO PAY DUES: If a member fails to pay membership dues to the Society within ninety days after the due date shown on the statement, the member shall be given a termination notice. If he or she fails to pay the dues within thirty days of the termination notice, his or her membership shall terminate, unless he or she is under charges, in which case the matter will be referred to the trial board as provided for in Article XII hereof.
Section 3. FAILURE TO MEET REQUIRED QUALIFICATIONS: A member shall cease to be such at any time that he or she fails to meet all the required qualifications for membership, unless the member is under charges, in which case the matter will be referred to the trial board as provided for in Article XII hereof.
Section 4. REINSTATEMENT: A former member whose membership terminated while in good standing may be reinstated under whatever procedures the Board may deem appropriate.
ARTICLE XII .. COMPLAINTS AGAINST MEMBERS AND PROCEDURES
Section 1. COMPLAINTS AGAINST MEMBERS: Any member, Affiliate, or other person who has any complaint or considers that he or she is aggrieved in any way by the conduct of any member may file with the President or the Executive Director a written statement setting forth such complaint or grievance. Such statements shall be referred to the committee on professional ethics for investigation and action under any existing agreement between the Society and the AICPA relating to ethics enforcement.
Section 2. ENFORCEMENT PROCEDURES:
Section 3. JOINT ACTION WITH AICPA: All appropriate committees, boards, and other bodies of the Society are hereby empowered to carry the provisions of Sections 2 (A) and (B) into effect by acting jointly and in cooperation with the appropriate bodies of the AICPA under the agreements, rules and procedures in effect between the Society and the AICPA at the time of such action.
Section 4. AUTOMATIC SUSPENSION AND TERMINATION:
Section 5. NOTICE OF ACTION: Notice of the result of final action in every disciplinary matter under Section 3 and Section 4 of this Article shall be published in a periodical of the Society. In the case of action taken upon Section 3, 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 Section 4, the notice shall be in a form approved by the chairman of the Regional Trial Board. In the case of hearings under Section 3, 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. No such publications shall be made until such decision, suspension or termination shall have become effective according to any then governing rules.
Section 6. NOTICE AND APPEARANCE BEFORE THE NORTH DAKOTA STATE BOARD OF ACCOUNTANCY: If a member is expelled or suspended under provisions of this Article, the transcript of the record (including the statement of the case and decision) shall be forwarded to the North Dakota State Board of Accountancy. The Secretary or other officer of the Society may appear before the State Board as representative of the Society in any proceeding by the State Board to revoke or suspend the certificate of the person expelled.
ARTICLE XIV .. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. INSURANCE: The Board of Directors may vote to provide for indemnification of the Society’s Officers and Directors and maintain Officers’ and Directors’ liability insurance.
Section 2. INDEMNIFICATION: The Society shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by North Dakota Century Code Section 10-33-84, as now enacted or hereafter amended.
ARTICLE XV .. CORPORATE SEAL REJECTED:
The corporation will not have a seal.
ARTICLE XVI .. AMENDMENT OF BYLAWS
When the Board of Directors proposes an amendment to the bylaws and submits it to the membership for adoption, the amendment may be adopted by a majority vote of the members voting as provided in Section 1 of Article III hereof. Notice setting forth the proposed amendment shall be given to each member entitled to vote. Any number of amendments or an entire revision of these bylaws may be submitted and voted upon at one time. The amendments shall become effective on the date specified in the notice setting forth the proposed amendments. If requested by a petition setting forth a proposed amendment to the bylaws and signed by at least 40 members, the Board of Directors shall propose such amendment and submit it to the members for adoption.