Bylaw Changes

The board passed a motion to approve the following bylaws changes, and present them to the membership for approval. 

If approved, the changes will be effective Sept. 1, 2017.  Ballots must be cast by Dec. 15th (45 days after notice).

For questions, email jabbott@ndcpas.org or call 701-740-5967. 

Please vote today.

Summary of Changes 

  • Allowing the Board to add non-voting member categories (with a 2/3rds Board vote)
  • Allowing membership to continue if a person relinquishes their certificate
  • Allowing all students, and those pursuing the CPA, to be non-voting members
  • Clarifying electronic voting items
  • Specifying the Ethics Committee handles issues independently
  • Changing the Secretary position to a 1 year post

  • Various other changes and “housekeeping”

Voting Options:    

Proposed Changes

 

 North Dakota Certified Public Accountants Society of CPAs                Effective Sept. 1, 1999

    Strike-out = deletions.  Underlining = additions.  Brief explanations are shown in italics.            

   ARTICLE I ... MEMBERSHIP

 Section 1. ELIGIBILITY FOR MEMBERSHIP: Any person who holds a certificate in good standing as a certified public accountant in the State of North Dakota or an equivalent certificate issued by any other state, territory, or possession of the United States or District of Columbia , shall be eligible to become a member of the Society. A member who voluntarily relinquishes their certificate, may continue as a member.    

     Note: allows membership to continue, if member turns back the CPA certificate.

Section 6   2  . STUDENT OTHER MEMBERS: The Board of Directors, by whatever procedure they deem appropriate, may confer non-voting  membership on junior and senior students  , or on persons  who are planning to become CPAs. Student memberships may continue for two years following graduation or until the CPA exam is passed, whichever comes first.  

     Expands the time that student membership is available;  allows membership for those pursuing CPA;  combines student and affiliate

     categories; accommodates older / returning students.

Section 4. HONORARY MEMBERS: The Board of Directors, with the approval of two-thirds of the members present at any meeting of the Society may confer honorary membership on any person who because of achievement or standing in the field of accounting is deemed entitled to receive such honor.

Section 5. LIFE MEMBERS: The Board of Directors, by two-thirds majority vote, may elect a retired certified public accountant as a life member.

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.  

     Note: groups the various members. Allows the Board to add non-voting member categories, for such groups as CGMA holders.

Section 2  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 signed by the applicant and filed with the Society office, together with payment of an application fee if applicable.

Section 3  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, it shall be referred to the Board and if not approved by the Board shall be submitted to the voting members for approval or rejection at a meeting.   If approved, by two-thirds of the voting members present at the meeting, the applicant shall be admitted to the Society as a member. 

Section 7  5 . CERTIFICATE: The Society shall issue to each member a certificate.

ART III Section 2. 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 3 of Article IV. No ballot shall be counted unless received by the Executive Director within 45 days after the date the notice of voting is sent to the members.  The entire vote may be taken on any issue by mailed ballots or electronic means only if so stated in the notice and at least 20 percent of the members vote.   

      Note: perhaps clarifying that an electronic vote is equivalent to an in-person vote.

Section 5. 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, and in no case will an applicant for membership 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.  Includes staff

      Note: includes staff among those against whom legal action cannot be brought.

ARTICLE IV .. MEETINGS OF THE SOCIETY

Section 4. 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.  

       Note: a quorum may consist of electronic participants.

ARTICLE V .. DIRECTORS

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.  

      Note: allowing everyone to vote, either in person or by proxy.

Section 8. 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 in writing signed by all of the directors. 

      Note: allows board action by email, phone, etc. without being in writing and signed

ARTICLE VI .. OFFICERS AND EXECUTIVE DIRECTOR

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, with the exception of the secretary who shall be elected for a term of two years, and shall hold office until a successor is elected and qualifies.

      Note: allowing everyone to vote; changes the current 2-year term of Secretary to 1 year.

Section 5. SECRETARY: The secretary shall be responsible for ensuring that the taking and recording of the minutes of the Board of Directors and Society are recorded and maintained . The secretary shall also oversee the financial accounting and operations of the society.

      Note: clarifies that secretary may not actually record the meeting notes, and also adds financial duties.

Section 6. 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 by the President , 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, in accordance with Article VI, Section 1.  

      Note: any officer may inspect the financials, etc. 

ARTICLE X .. COMMITTEES

 Section 3.  COMMITTEE ON PROFESSIONAL ETHICS: The committee on professional ethics shall propose such rules of professional conduct or changes therein as it may deem advisable.  The committee shall may also interpret existing rules, shall receive and consider complaints against persons charged with violation of such rules, and recommend to the Board of Directors any disciplinary action as it may deem advisable and it shall report to the Board of Directors other the disposition of complaints received.  

       Notes: specifies that Ethics Committee handles discipline, without the need for Board approval.  

       Note: the following are minor cleanup items.

 ARTICLE IV .. MEETINGS OF THE SOCIETY

 Section 3. 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 properly addressed according to the last available corporate records, and delivered or mailed sent not less than five nor more than thirty 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 notice may be accomplished by way of telephone and other electronic means.

 ARTICLE V .. DIRECTORS

 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, and delivered or mailed sent not less than five nor more than thirty 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.

 ARTICLE VI .. OFFICERS AND EXECUTIVE DIRECTOR

 Section 3. 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. The President shall serve as the designated representative on the Council of American Institute of Certified Public Accountants (AICPA) .

 ARTICLE VIII .. CHAPTERS

 Section 1. FORMATION OF LOCAL CHAPTER: Eight 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 Society of Certified Public Accountants Society .

 ARTICLE X .. COMMITTEES   

Section 1. Subject to the approval of the Board of Directors, the  The President shall  may appoint or delegate the appointment of  committees and other work groups , committee chairs and committee  their  members , and their leaders,  as he or she may determine to be necessary or advisable. The Board of Directors has the authority to changes any such appointments.

The President, President-elect officers and Executive Director shall have the privilege of the floor at all committee meetings. There shall be three permanent committees: the Nominating Committee (see Section 2 of Article X) and the Professional Ethics Committee (see Section 3 of Article X) and the Executive Committee (see Section 4 of Article X)  .

 ARTICLE XII .. 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 American Institute of Certified Public Accountants AICPA in effect on the date that these bylaws shall become effective.

 Section 2. AMENDMENTS: All amendments to the existing Code of Professional Conduct which may be adopted by the American Institute of Certified Public Accountants 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 American Institute of Certified Public Accountants  AICPA wherever reference is made to the "American Institute of Certified Public Accountants" , AICPA  or the "Institute" such reference shall mean the "North Dakota Society of Certified Public Accountants 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.

 ARTICLE XIV .. COMPLAINTS AGAINST MEMBERS AND PROCEDURES

 Section 1. COMPLAINTS AGAINST MEMBERS: Any member 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 American Institute of Certified Public Accountants  AICPA relating to ethics enforcement.

 Section 2. ENFORCEMENT PROCEDURES: (a) Whenever a member of the Society, whether or not he or she is a member of the American Institute of Certified Public Accountants  AICPA , shall be charged with violating these bylaws or any Code of Professional Conduct promulgated hereunder the said charge shall be initiated in accordance with the terms of any then existing agreement between the Society and the American Institute of Certified Public Accountants  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, the then operative rules of the joint Trial Board Division of the American Institute of Certified Public Accountants  AICPA and the then operative joint ethics enforcement procedures in effect by virtue of the agreement between the Society and the American Institute of Certified Public Accountants  AICPA  .

(c) A member may be suspended or subject to lesser sanctions, by the two-thirds vote of the Board of Directors, if the member fails to cooperate with the committee on professional ethics in any disciplinary investigation involving the member, by not responding to interrogatories of the committee on professional ethics within thirty days of their posting by registered mail  , postage prepaid, to the member at the last known address shown on the books of the Society.  

       Note: allows regular mail vs. registered.  

Section 3. JOINT ACTION WITH AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS 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 American Institute of Certified Public Accountants  AICPA under the agreements, rules and procedures in effect between the Society and the American Institute of Certified Public Accountants  AICPA  at the time of such action.

 (b) Membership in the Society shall be suspended without a hearing should a member's certificate as a certified public accountant be suspended as a disciplinary measure by the North Dakota State Board of Accountancy, but, such suspension of membership in the Society shall terminate upon reinstatement of the certificate. Membership in the Society shall be terminated without a hearing should such certificate be revoked, withdrawn, or cancelled as a disciplinary measure by the said North Dakota State Board of Accountancy.

 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 North Dakota 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.

 ARTICLE XVI .. AMENDMENT OF BYLAWS:  When the Board of Directors shall have proposed proposes an amendment to the bylaws by resolution setting forth the proposed amendment and directing that it be submitted and submits it to the membership for adoption by the members , the amendment may be adopted by a majority vote of the members voting as provided in Section 2 of Article III hereof. Notice setting forth the proposed amendment shall be given to each member entitled to vote  and to each director     .  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.

 

North Dakota CPA Society
2701 South Columbia Road, Ste D
Grand Forks, ND 58201

Phone: (701) 775-7100 or (877) 637-2727
Email: mail@ndcpas.org

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