KSCPA Bylaws

ARTICLE I - Name and Object

Section 1. The name of this corporation shall be The Kentucky Society of Certified Public Accountants.

Section 2. The Kentucky Society of Certified Public Accountants as the sole professional Society representing certified public accountants in the Commonwealth of Kentucky promotes adherence to high professional and ethical standards, represents the interests of the profession by advocating governmental and public policies which enhance the members’ professional environment, recognizes the diversity of interests of the members and addresses their mutual needs, promotes awareness of the profession’s responsibility to the public interest and encourages active participation in Society affairs.

ARTICLE II - Membership

Section 1.

The Society shall have the following classifications of membership:

(a) a regular member shall:

1. be a certified public accountant under the laws of any state, District of Columbia, or territorial possession of the United States
2. enjoy all rights and privileges of membership, including the right to vote and hold any office within the Society organization.

(b) an associate member shall be either:

1. a professional associate who is a person working for a CPA firm.
2. an academic associate who is a non-CPA teaching tax or accounting related subjects at the college or university level.
3. a candidate associate who is a person, who has passed the CPA examination, but has not received his/her CPA certification.
4. a temporary associate who is a person working full-time, but who has voluntarily surrendered his/her CPA certificate to the State Board of Accountancy, with the certificate subject to renewal upon completion of a specified education requirement.
5. an inactive associate who is a regular member who is not employed full-time (more than 20 hours per week) as of July 1 each year, and who is not actively seeking full-time employment. Eligibility for inactive status shall be re-established annually, at the time of dues billing.

3. a non-resident member is a regular member who resides and works outside Kentucky.
4. a student member is a full or part-time student in a program of learning, leading to

qualification to sit for the CPA examination, at the college or university level.

5. a life membership shall be granted to a member who has reached the age of 65 years or upon substantial retirement from his/her full-time occupation and who has been a member of the Society for a minimum of twenty-five (25) years, upon his/her notification to the Society that the requirements of this classification have been met. Life members shall be exempt from paying dues, beginning with the next fiscal year of the Society after having been granted life membership, except that, beginning July 1, 1990, the Board may establish an annual fee for those life members who wish to remain on the normal mailing list of the Society.

Section 2. The Executive Committee, subject to approval by the Board, shall establish application procedures, annual dues, and rights and privileges pertaining to each of the above classifications of membership.

Section 3. In the event the applicant is elected, the dues for the first year of membership shall be prorated to an amount equal to one-twelfth (1/12) of the annual dues times the number of full months after election to membership, remaining in the current fiscal year of the Society.

Section 4. All applications for membership shall be referred to the Executive Director who shall investigate and report exceptions to the Board of Directors. If approved by a majority of the Board of Directors, the applicant shall be admitted to membership in the Society.

Section 5. Applicants who are not elected to membership may not reapply until one year has passed since their last application.

Section 6. Applicants for membership shall, at the time of making such application, agree that, if elected, they will abide by and be governed by the Bylaws of the Society.

Section 7. Upon election, members shall be issued the appropriate certificate of membership, which shall be surrendered to the Society in the event of their membership ceasing, or upon the changing of their membership classification.

Section 8 In the event a candidate associate member does not obtain a certificate within five (5) years after being notified of having passed the examination, or if the candidate associate member loses eligibility to obtain a certificate from the Kentucky State Board of Accountancy, he/she shall no longer be eligible for membership as a candidate associate member.

ARTICLE III - Board of Directors

Section 1. Effective July 1, 2000, the governing body of the Society shall be a Board of Directors consisting of nineteen (19) members. Effective July 1, 2001, the Board shall consist of seventeen (17) members; and, on July 1, 2002 and thereafter the Board shall consist of fifteen (15) members.

Section 2. Directors shall serve a term beginning with the next annual meeting of the Society and shall hold office for three (3) years or until their successor is duly elected/appointed and installed. Effective July 1, 2002 and thereafter, one-third (1/3) of the Board shall be elected each year.

Section 3. Vacancies of Directors will be filled by the Board provided notice be given of the intent to fill such vacancies in the call for the meeting of the Board.

Section 4. Each year, in the February issue of the Society newsletter, the Nominations and Awards Committee shall submit to the membership, after approval by the Board, one candidate for election to fill each vacancy that will occur on the Board that year. This notice will include a reminder that a certain number of voting members (1/2 of 1 percent of the voting membership) may place additional names into nomination by presenting a petition in writing to the Secretary/Treasurer of the Society and signed by them, which petition must be received by the Secretary/Treasurer no later than 30 days after publication of the Nominations and Awards Committee report (this date will be included in the newsletter article). If no petitions are received by the cutoff date, the candidates recommended by the Nominations and Awards Committee will be declared elected. If any petitions are received, a mail ballot will be sent to all Society voting members, in a manner prescribed by the Board.

Section 5. The Nominations and Awards Committee shall consist of the immediate Past-President (who shall chair the committee), the President, and the President-Elect, and three members of the Board of Directors. Service on the Nominations and Awards Committee shall be for a three-year term, with one new member from the Board to be appointed each year by the incoming President from among the newly elected members of the Board. The Executive Director shall serve as an ex-officio member of the committee for quorum purposes, but without the privilege of voting.

Section 6. The absence by members of the Board from two consecutive meetings may be deemed a tender of their resignation unless an explanation of such absence satisfactory to the Board is submitted in writing.

Section 7. The Board of Directors may exercise all powers requisite for the purpose of the Society not inconsistent with these Bylaws, or with duly enacted resolutions of the membership. Specific powers reserved to the Board shall include, but not be limited to, the authority to prescribe policies and procedures of the Society, to enact resolutions binding upon the Executive Committee, the officers, committees and staff, and to expel a member in accordance with Article XI of these Bylaws.

ARTICLE IV - Executive Committee

Section 1. The Executive Committee shall be composed of

(a) The President, President-Elect, and Secretary/Treasurer of the Society, and

(b) Two other members of the Board of Directors elected by the Board.

Section 2. The President shall designate one member of the Executive Committee to serve as liaison to Society committees and one to serve as liaison to the special interest member sections.

Section 3. The Executive Committee shall be charged with operational control and management of the property, business, and activities of the Society, and shall take whatever action it deems desirable for the conduct of the affairs of the Society not inconsistent with these Bylaws.

Section 4. The Executive Committee shall be specifically charged with the responsibility for all committee work, subject to Board policy and will also be responsible for and supervise the activities and performance of the Society’s office staff.

Section 5. All actions of the Executive Committee shall be reported at each meeting of the Board of Directors.

ARTICLE V - Officers

Section 1. The officers of the Society, to be nominated by the Nominations and Awards Committee, shall be:

President Secretary/Treasurer

President-Elect

The officers shall be elected by the Board from among its membership and shall serve a term beginning with the next annual meeting of the Society and shall hold office for one (1) year or until their successor is duly elected/appointed and installed. Vacancies occurring from any cause during the term for which such officers are elected shall be filled at any meeting of the Board of Directors, provided that notice be given in the call for the meeting that such election is to be held.

ARTICLE VI - Duties of Officers

Section 1. The President shall be the chief executive officer of the Society. It shall be the President’s duty to preside at all meetings of the Society, the Board of Directors and Executive Committee. In addition, it shall be the duty of the President to enforce the Bylaws of the Society, and to perform all other duties delegated to the office of the President by the Board of Directors.

Section 2. The duties of the President-Elect shall be those usually pertaining to such offices and, in the case of the absence or disability of the President, the President-Elect shall exercise all the powers, prerogatives, and responsibilities of the President.

Section 3. The Secretary/Treasurer shall:

1. keep complete minutes of all meetings of the Society, Board of Directors and Executive Committee

provided for in these Bylaws and certify to the accuracy of such minutes when presented to

the membership, Board of Directors or Executive Committee at the next meeting of the respective

body.

2. collect all dues, fees and assessments, maintain a record of all receipts and disbursements, prepare and submit periodic financial reports to the Board of Directors and an annual financial report to the Society. The Secretary/Treasurer shall perform all other duties usually pertaining to the office of Secretary/Treasurer and any other duties delegated by the Board of Directors or the President.

Section 4. The Board of Directors shall designate the depository for the Society funds and shall appoint a certified public accountant to examine and report on the annual financial statements of the Society.

Section 5. To the extent practicable and at the discretion of the Executive Committee or Board of Directors, certain of the duties of the Secretary/Treasurer may be delegated to the Executive Director and the Society staff.

ARTICLE VII - Committees

Section 1. Committees of the Society shall be authorized by the Executive Committee.

Section 2. The Executive Committee shall develop the charge for all committees and supervise committee activities. One member of the Executive Committee will be appointed by the President to serve in a liaison capacity between committee chairs and Society leadership.

Section 3. The President shall appoint the chair and members of each committee.

Section 4. The Board of Directors shall adopt a Committee Operations Policy (COP) which sets forth committee operational policies and procedures, to include individual committee size and composition. No committee may be composed of less than three (3) members.

ARTICLE VIII - Meetings

Section 1. There shall be an annual meeting of the members at which directors and officers shall be installed and such other business shall be transacted as may come before the meeting. It shall be held at a site and date selected by the Board of Directors.

Section 2. A special meeting of the members or directors may be called by the Executive Committee or when the President is petitioned to do so in writing by a certain number of voting members (1/2 of 1 percent of voting membership) who have signed such petition. Notice of the meeting shall state the purpose of such meeting.

Section 3. Notice of all meetings shall be sent to each member at least ten (10) days prior to such meeting. Those members present at each meeting shall constitute a quorum.

Section 4. The Board of Directors shall meet at least once every two months at such date, time and place as it may determine.

Special meetings of the Board may be called by the Executive Committee or upon the request of six (6) members of the Board. Notice of special meetings of the Board shall be sent to each member at least seven (7) days prior to the meeting and shall state the purpose or purposes of such meeting.

A majority of the Board shall constitute a quorum at all meetings.

Section 5. The Executive Committee shall meet as is deemed necessary for the orderly conduct of the affairs of the Society. Meetings may be convened by the President or upon the request of three members of the Committee. A majority of the Executive Committee shall constitute a quorum for all meetings.

Section 6. The rules of parliamentary procedure contained in the latest edition of Roberts’ "Rules of Order" shall control or apply to the conduct of all meetings of the Society, its boards and committees, where applicable and when not inconsistent with these Bylaws. Future revisions of Roberts’ "Rules of Order" will not be construed as a revision of these Bylaws except as it applies to parliamentary procedures in the conduct of the meetings.

ARTICLE IX - Dues

Section 1.

(a) The annual dues or any special assessments shall be as determined by the Board of Directors.

(b) Dues shall be payable in advance.

Section 2. Any changes in dues resulting from a change in classification or termination of membership shall be effective as of the beginning of the next fiscal year of the Society.

ARTICLE X - Rules of Professional Conduct

Section 1. The Rules of Professional Conduct of the Society shall consist of the Code of Professional Conduct of the American Institute of Certified Public Accountants, including interpretations and rulings thereof.

ARTICLE XI - Suspension, Expulsion and Reinstatement

Section 1. Resignation from membership may be made at any time by written notification to the Board of Directors accompanied by the member’s membership certificate.

Section 2. In the event a member shall fail to make payment of any amount due the Society within three (3) months notification of the indebtedness, the Secretary/Treasurer or designee shall inform the member that unless payment is made within thirty (30) days from the date of said notice, the delinquent member shall be subject to forfeiture of his/her membership. Should timely payment not be received, the Secretary/Treasurer shall report the facts to the Board of Directors at its next meeting. The Board shall, in turn, declare the membership forfeited unless, in its opinion, said forfeiture is not in the best interest of the profession or the Society.

Section 3.

(a) Whenever a member of the Society, whether or not he or she is a member of the American Institute of CPAs, shall be found in violation of or is charged with violating the rules of professional conduct referred to in Article X, the said violation or charge may be disposed of in accordance with the terms of any existing agreement between the Society and the AICPA relating to ethics enforcement.

(b) In 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, and then operative rules of the Joint Trial Board Division of the AICPA and the then operative joint ethics enforcement procedures in effect by virtue of the agreement between the Society and the AICPA.

Section 4. The Board of Directors may expel or suspend members who fail to cooperate with the Committee on Professional Ethics in any disciplinary investigation involving them or their partners or employees by not substantially responding to interrogatories of the said Committee on Professional Ethics within thirty (30) days of their posting by certified mail, postage prepaid, to them at their last-known address shown on the books of the Society.

Section 5. If the certificate as a certified public accountant of a member is suspended, revoked or withdrawn for cause by the authority of any state, the District of Columbia, or territorial possession of the United States and if the Board be of the opinion that it is in the best interest of the Society, it may without referral to a Trial Board suspend or expel the member whose certificate has been so suspended, revoked or withdrawn.

Section 6. If a member, under any federal, state, District of Columbia or territorial law, has been found guilty by a judge or jury of a felony, and if the Board be of the opinion that it is in the best interest of the Society, it may without referral to a Trial Board expel the member.

Section 7. Persons whose membership has been terminated for any reason may make application for reinstatement and their application shall be considered as a new application.

ARTICLE XII – Executive Director

Section 1. The Board of Directors shall have the authority to employ an Executive Director and such staff members as may be necessary to conduct the affairs of the Society. The qualifications, duties and compensation of the Executive Director and staff shall be determined by the Board of Directors. The Executive Director and the Society office shall be the official addressee for all correspondence with the Society, its board or officers.

 

ARTICLE XIII - Fiscal Year

Section 1. The Society shall operate on a fiscal year ending June 30.

ARTICLE XIV - Seal

Section 1. The corporate seal shall consist of a circular die with the words "The Kentucky Society of Certified Public Accountants" between concentric circles in border, the Coat of Arms of the Commonwealth of Kentucky in center with the letters "CPA" below and the word "incorporated" above.

ARTICLE XV - Amendments to Bylaws

Section 1. An amendment to the Bylaws may be initiated by the Board of Directors or by petition signed by at least fifty (50) regular members of the Society and submitted to the Secretary/Treasurer. The proposed amendment may be introduced at any meeting of the Board. The amendment may be voted on for final approval by the Board at the next meeting, or at any subsequent meeting of the Board. In both instances, approval of the amendment shall require an affirmative vote of at least a two-thirds (2/3) majority of the entire membership of the Board.

Section 2. When amendments submitted by petition are disapproved by the Board, same or similar amendments may not be resubmitted to the Board of a period of one year from the date of final Board action.

Section 3. Amendments approved by the Board, regardless of whether they were initiated by the Board or by petition, will be made available to the membership within sixty (60) days after final Board approval. If a petition is submitted to the Secretary/Treasurer in opposition to the amendments, signed by at least fifty (50) regular members of the Society as of the day of final Board approval, such amendments shall be submitted to all voting members for approval or disapproval in a manner prescribed by the Board.

ARTICLE XVI - Leadership Council

Section 1. The Leadership Council shall consist of forty-five (45) members. Appointment to the Leadership Council shall be by the Board of Directors, from nominations submitted by the Society’s Nominations and Awards Committee. Vacancies on the Council shall be filled by the Board.

Section 2. Service on the Leadership Council shall be for two years. A member may serve for a maximum of two consecutive terms on the Leadership Council, and, after being off for two years, may be re-appointed as before.

Section 3. Terms on the Leadership Council shall be staggered (23-22) to provide continuity. On July 1, 2000, twenty-three (23) members shall be appointed to an initial twoone-year term and twenty-two (22) to a onetwo-year term.

Section 4. The President of the Society shall preside at all meetings of the Leadership Council.

Section 5. Schedule of meetings, specific duties of Leadership Council members, and administrative policies and procedures for the Council shall be determined by the Board of Directors.

ARTICLE XVII – Sections

Section 1. The Board of Directors may establish membership sections to serve the special interest needs of members.

Section 2. Any member of the Society may elect to join one or more special interest membership sections.

Section 3. The Board of Directors may approve an annual fee for membership in a special interest section. Section membership fees shall be billed and collected in the same manner as Society membership dues.

Section 4. A section will be governed by a section Executive Committee, consisting of a chair, vice-chair, and one additional section member.

Section 5. Appointments to a section Executive Committee shall be for one year and shall be made by the President.

Section 6. The chair of a section Executive Committee may serve for a maximum of two consecutive terms, and, after being out of office for two years, may be re-appointed as before.

Section 7. The Society Executive Committee, subject to approval by the Board of Directors, shall establish application procedures, organizational and operational policies and procedures, and other administrative matters regarding special interest member sections. One member of the Executive Committee shall be appointed by the President to serve in a liaison capacity between section Executive Committee chairs and Society leadership.

Revised 2000