North Dakota Society of CPAs Bylaws

Effective September 1, 1999


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 be a member of the Society.

Section 2. 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. 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 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.

Section 6. STUDENT MEMBERS: The Board of Directors, by whatever procedure they deem appropriate, may confer membership on junior and senior students 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.

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

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 members admitted during the Society's fiscal year shall be apportioned on a quarterly basis.

Section 5. EXEMPTION FOR PERIOD OF MILITARY SERVICE: No member shall be required to pay dues for the periodhe or she is engaged in active military or naval service of the United States or its allies.

Section 6. EXEMPTION FOR HONORARY AND LIFE MEMBERS: Honorary and life members shall not be required to pay dues.

ARTICLE III .. RIGHTS OF MEMBERS

Section 1. VOTING: Each member (except those not entitled to vote, 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. 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 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.

Section 3. HONORARY AND STUDENT MEMBERS: Honorary and Student members shall not be entitled to vote or hold elective office. In all other respects they shall have the same rights and privileges as regular members. continued.... [http://www.ndscpa.org/bylawspart2.htm]

Section 4. LIFE MEMBERS: Life members shall be entitled to attend all meetings of the Society and shall have the same rights and privileges as regular members.

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, or committees, either singly or collectively, for the performance of any acts required by the bylaws and reasonably exercised.

ARTICLE IV .. MEETINGS OF THE SOCIETY

Section 1. 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 2. 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 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 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.

Section 4. QUORUM: A quorum for a meeting of members shall be 40 members entitled to vote present in person or by proxy. 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 5. 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 members in good standing, including three officers, the immediate past president, and eight members elected at large. The elected 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 three years, 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 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 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, and shall call a meeting of the Board of Directors at the request in writing of two or more directors or forty 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, and delivered or mailed 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.

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. QUORUM: Seven members of the Board of Directors shall constitute a quorum for the transaction of business.

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.

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. 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 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.

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.

Section 4. 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 5. SECRETARY: The secretary shall be responsible for the taking and recording of the minutes of the Board of Directors and Society.

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 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.

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 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.

Section 2. EFFECTS OF REDUCTION IN MEMBERS: Whenever the membership of any local chapter shall become less than five and shall continue so for three 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

The fiscal year of the Society shall begin the first day of September and end on the last day of August of the succeeding year.

ARTICLE X .. COMMITTEES

Section 1. Subject to the approval of the Board of Directors, the President shall appoint committees, committee chairs and committee members as he or she may determine to be necessary or advisable. The President, President-elect 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) .

Section 2. NOMINATIONS COMMITTEE: The nominations committee shall consist of five 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 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 recommend to the Board of Directors any disciplinary action as it may deem advisable and it shall report to the Board of Directors other 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

Section 1. ORDER OF BUSINESS: The order of business at meetings of the Society and of the Board of Directors 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. AUDIT: An annual audit of the Society's financial records shall be performed.

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 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 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 wherever reference is made to the "American Institute of Certified Public Accountants" or the "Institute" such reference shall mean the "North Dakota Society of Certified Public Accountants" 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 committee on professional ethics.

ARTICLE XIII .. 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 XIV 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.

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.

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 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 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, 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 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 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. (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.

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

Section 4. AUTOMATIC SUSPENSION AND TERMINATION: (a) Membership in the Society shall be suspended without a hearing should there be filed with the Secretary of the Society a judgment of conviction in a state or United States Federal Court imposed upon any member for (1) A crime defined as a felony (or its equivalent) under the law of the convicting jurisdiction; (2) The willful failure to file any income tax return which he or she, as an individual taxpayer, is required to file; ( (3) The filing of a false or fraudulent income tax return on his or her, or a client's behalf; or (4) 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 similar filing of a final judgment of conviction. (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 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.

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, and 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 XV

The corporation will not have a seal.

ARTICLE XVI ..

AMENDMENT OF BYLAWS: When the Board of Directors shall have proposed an amendment to the bylaws by resolution setting forth the proposed amendment and directing that it be submitted 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.

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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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