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Bylaws

Revised June, 2017

ARTICLE I - Name and Object

Section 1. The name of this corporation shall be The Kentucky Society of Certified Public Accountants (the “Society”).

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.

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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) a non-CPA member shall meet criteria established by the board. The non-CPA member shall be entitled to the rights and privileges as established by the Board of Directors; they shall not have the right to vote or serve as a director of the Society.

(c) 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.

(d) a retired member shall be a CPA who has reached the full retirement age as determined by the Social Security Administration and works fewer than 20 hours per week and has a minimum of 25 years of Society membership.

(e) a life membership shall be granted to a member who has a minimum of 40 years of Society membership.

(f) a firm membership shall be granted to a partnership, professional service corporation, limited liability corporation or any other form of business organization that is authorized to operate under the laws of the Commonwealth of Kentucky. A regular member employed by the firm member shall be entitled to certain additional member benefits. Participation in the Kentucky Society of CPAs association health care plan shall be limited to firms that meet the definition of “employer” pursuant to the Employee Retirement Income Security Act (ERISA).

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 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. CPA applicants shall also agree to abide by the American Institute of Certified Public Accountants’ Code of Professional Conduct.

Section 7. Upon election, members shall be issued the appropriate certificate of membership.
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ARTICLE III - Board of Directors

Section 1. The governing body of the Society shall be a Board of Directors consisting 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. One-third (1/3) of the Board shall be elected each year. Directors may serve two (2) consecutive three (3) year terms and shall be eligible for a third term after one (1) year has elapsed after his/her term of office has expired.

Section 3. Vacancies of Directors shall be filled by the Board provided notice be given in the call for the meeting of the Board.

Section 4. Each year, at least 30 days prior to the annual meeting, the Nominations and Awards Committee shall submit to the membership via electronic communication, 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 (two (2) 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 15 days after notice of the Nominations and Awards Committee report (this date will be included in the electronic communication). 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, an electronic 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 member from among the newly elected members of the Board appointed each year by the incoming President. The Chief Executive Officer shall serve as an ex-officio member of the committee for quorum purposes, but without the privilege of voting.

Section 6. Any member of the Board of Directors may be removed for cause from the Board by an affirmative vote of 2/3 of the total number of members of the Board, provided first that written notice of such proposed vote shall be contained in the notice calling the meeting at which the vote will take place.

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.

Section 8. The Audit Committee shall consist of five (5) members of the Board of Directors. The Audit Committee shall select a firm of Certified Public Accountants for appointment as auditors to perform the annual audit. It shall be the duty of this Committee to consult with the auditor regarding the scope of the audit, the adequacy of internal control, the extent of cooperation received, solicit their criticisms and recommendations, and to report on such matters to the Board of Directors.

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ARTICLE IV - Executive Committee

Section 1. The Executive Committee shall be composed of
(a) The President, President-Elect, Immediate Past-President, and Secretary/Treasurer of the Society, and
(b) Two other members of the Board of Directors elected by the Board.

Section 2. 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 3. The Executive Committee shall be responsible for and supervise the activities and performance of the Society’s Chief Executive Officer and staff.

Section 4. All actions of the Executive Committee shall be reported at each meeting of the Board of Directors.

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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.  They 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.

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ARTICLE VI - Duties of Officers

Section 1. 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:
(a) 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.
(b) 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.
(c)  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 Chief Executive Officer and the Society staff.

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ARTICLE VII - Committees

Section 1. Committees of the Society shall be authorized by the Executive Committee. Task forces may be established by the Chief Executive Officer.

Section 2. The Board of Directors shall adopt a Committee Operations Policy which sets forth committee operational policies and procedures.

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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 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 (two (2) percent of voting membership) who have signed such petition. Notice of the meeting shall state the purpose of such meeting. Notice of all special meetings shall be sent to each member via electronic communications at least ten (10) days prior to such meeting. 

Section 3. Notice of all Board of Directors 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. The Board of Directors shall meet at least once every two months at such date, time and place as it may determine.  Board members may participate in person or via approved remote communications. A member participating in the meeting by such means shall be deemed to be present in person at the meeting.

Section 4. 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 via electronic communication 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. Board members may participate in person or via approved remote communications. A member participating in the meeting by such means shall be deemed to be present in person at the meeting.

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. Executive Committee members may participate in person or via approved remote communications. A member participating in the meeting by such means shall be deemed to be present in person at the meeting.

Section 6. The act of a majority of the Board of Directors or Executive Committee voting at a meeting where a quorum is present shall be the act of the Board or Executive Committee, except where otherwise provided by law or the Bylaws.

Section 7. 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.  

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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 at the start of the fiscal year.

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.

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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.

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ARTICLE XI - Discipline and Reinstatement

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

Section 2. In the event a member shall fail to make payment of any amount due the Society within 90 days 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. Membership in the society may be suspended or terminated without a hearing for disciplinary purposes, or a member may be subjected to other disciplinary actions, as provided in sections 5 (a) and 5 (b), under such conditions and by such procedure as shall be prescribed by the Board of Directors.

(a)  Criminal Conviction of Member – Membership in the society shall be suspended without a hearing should there be filed with the secretary/treasurer a judgment of conviction imposed upon any member for:
(i) A crime punishable by imprisonment for more than one year;
(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 filing of a false or fraudulent income tax return on the member's or a client's behalf; or
(iv) The willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client; and shall be terminated in like manner upon the similar filing of a final judgment of conviction; however, the Board shall provide for the consideration and disposition by the Board of Directors, with or without hearing, of a timely written petition of any member that the member's membership should not be suspended or terminated pursuant to section 5 (a), herein.

(b) Other Disciplinary Action 
(i) Membership in the society may be suspended without a hearing should a member's certificate as a certified public accountant or license or permit to practice as such or to practice public accounting be suspended as a disciplinary measure; however, such suspension of membership shall terminate upon reinstatement of the certificate, license or permit. Membership in the society may be terminated without a hearing should such certificate, license, or permit be revoked, withdrawn, surrendered, indefinitely suspended, or cancelled as a disciplinary measure or in connection therewith.
(ii) The American Institute of Certified Public Accountants’ professional ethics executive committee and Board of Directors may jointly approve certain governmental agencies and other organizations whose disciplinary actions against a member will permit the KyCPA to take disciplinary action against that member without a hearing. To be eligible for approval, the governmental agency must be one which has the authority to prohibit a member from either practicing before it or serving as a director, officer, or trustee of an entity. To be eligible for approval, an organization other than a governmental agency must be one which has been granted the authority by statute or regulation to regulate accountants. If such approved governmental agency or organization temporarily suspends, prohibits, or restricts a member from practicing before it or another governmental agency, or from serving as director, officer, or trustee of any entity, the member’s membership in KyCPA may be suspended; however, such suspension of membership shall terminate upon such agency’s or organization’s termination of the suspension, prohibition, or restriction. If such approved governmental agency or organization bars or permanently or indefinitely suspends, prohibits, or restricts a member from practicing before it or another governmental agency, or from serving as director, officer or trustee of any entity, the member’s membership in KyCPA may be terminated by the KyCPA Board of Directors.
(iii) A member who has been subjected to any sanction as a disciplinary measure other than or in addition to those sanctions addressed above, by an authority covered in section 5 (b) (i) or section 5 (b) (ii), may also be subjected to discipline by the society without a hearing pursuant to the American Institute of Certifed Public Accountants’ Professional Ethics Committee guidelines which have been adopted by the Board of Directors of the society.

(c) The Board of Directors, with or without a hearing, may consider a timely written petition by the Professional Ethics Committee or the member that the member should not be disciplined pursuant to section 5(a-b). 

(d)  Application of the provisions of section 5(a-b) shall not preclude the summoning of the member concerned to appear before a hearing panel of the trial board pursuant to section XI 3 of these bylaws.

(e)  Persons whose membership has been terminated for an ethics violation may, after one year, make application for reinstatement and their application shall be considered as a new application.

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ARTICLE XII – Chief Executive Officer

Section 1. The Board of Directors shall have the authority to employ a Chief Executive Officer and such staff members as may be necessary to conduct the affairs of the Society. The qualifications, duties and compensation of the Chief Executive Officer shall be recommended by the Executive Committee and approved by the Board of Directors. The Chief Executive Officer shall have overall responsibility for the day-to-day management of the Society.  The Chief Executive Officer shall recommend to the Executive Committee, for their approval, staffing and compensation needs as deemed necessary to accomplish the directives of the Board of Directors.  The Chief Executive Officer and the Society office shall be the official addressee for all correspondence with the Society, its board or officers.

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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.

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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 via electronic communication within fifteen (15) days after final Board approval. If a petition is submitted to the Secretary/Treasurer in opposition to the amendments, signed by at least two (2) percent of voting members of the Society within thirty (30) days of such notice, such amendments shall be submitted to all voting members for approval or disapproval in a manner prescribed by the Board.

ARTICLE XVI - Indemnification and Insurance

Section 1. The Society shall obtain officers and directors insurance coverage for the officers and directors of the Society and for any authorized agent for or employee of the Society..
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Revised June, 2017

 

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