Article 1 – Name and Purpose1.1 Name. The name of this organization is the Tennessee Society of Certified Public Accountants.
1.2 Purpose. The purpose and objectives of the Society shall be to establish and require of certified public accountants in Tennessee such standards of integrity, ability and professional conduct as will be in the best interest of the public and the profession; provide and promote quality education in the technical, ethical and managerial aspects of the profession; generate a public understanding of the role of the profession in the free enterprise economic system; provide a forum for the discussion and resolution of issues of concern to its members and the profession; provide opportunities for the exchange of experiences and opinions of its members and others through discussion, study and publications; develop and maintain liaison with governmental agencies and taxing authorities; and do all other reasonable and lawful things to advance the accounting profession and to protect the public interest.
Article 2 – Membership | back to top2.1 Members. Members of the Society shall be the members of the Society on the effective date of these bylaws and persons who shall qualify for admission as provided in section 2.3 and who shall be admitted under procedures adopted by the board of directors.
2.2 Classes of members. Membership in the Society may be fellow, provisional, associate, student, life and honorary. Other membership classifications may be established by the Council for identifying areas and types of practice and expertise, and for establishing a schedule of membership dues as provided in section 2.6. Other classes of membership in a chapter shall not be prohibited.
2.3 Qualifications. Persons of good moral character and professional standing who are in possession of a valid and unrevoked certified public accountant certificate issued by a legally constituted state authority may qualify for admission as fellow members. Persons who do not reside or practice as certified public accountants in this state may qualify for admission as non-resident fellow members.
Persons of good moral character and professional standing who shall have passed an examination in accounting and other related subjects satisfactory to the Council may qualify for admission as provisional members.
Persons who have completed the requirements and are eligible to sit for the examination for Certified Public Accountants and work under the supervision of a member of the Tennessee Society of Certified Public Accountants may qualify for admission as associate members.
Persons majoring in accounting at a recognized college or university may qualify for admission as student members.
Persons who have been fellow members of the Society in good standing for at least twenty-five years, have reached the age of sixty-five years and have performed valuable service to the Society as defined by the Board of Directors, may be elected life members by the Council upon recommendation of a chapter, however, persons who have been fellow members of the Society in good standing for at least forty years shall automatically become life members of the Society.
Persons who have demonstrated an active interest in the profession and have made outstanding contributions to the purposes of the Society may be elected honorary members by the Council.
2.4 Attendance at meetings. Every member of the Society shall be entitled to attend all meetings of the Society, the Council and the board of directors.
2.5 Voting rights. Every fellow and life member shall be entitled to vote in person, when in attendance, upon all questions brought before duly called meetings of the Society, and by mail ballot on proposed amendments to these bylaws and upon proposed resolutions of the membership.
2.6 Dues and fees. The Council shall determine annual dues and admission fees which shall be paid by each member in accordance with such classifications as it deems appropriate, and may require dues of a different amount of each class so created. Each chapter may determine annual chapter dues and admission fees. Dues and fees shall be payable in such manner as the Board of Directors shall prescribe.
2.7 Suspension or termination. Membership may be suspended or terminated for failure to pay dues or other financial obligations to the Society or any chapter, in accordance with procedures established by the board of directors. Membership may be suspended or terminated for disciplinary reasons as provided in Article 6.
The Board of Directors shall establish procedures for determining the eligibility of suspended members to participate in Society sponsored membership services and programs.
Article 3 – Organization | back to top
3.1 Council. The
governing body of the Society shall be the Council. The Council may
exercise all powers requisite for the purposes of the Society, not
inconsistent with these bylaws or with duly enacted resolution of the
membership, including but not limited to the authority to prescribe the
policies and procedures of the Society and to enact resolutions binding
upon the board of directors, the officers, committees and staff.
3.1.1 Composition. The Council shall be composed of fellow members elected by the chapter in accordance with sections 3.1.2 and 3.1.3; the Board of Directors of the Society; the president of each chapter; and all past presidents of the Society who are members of the Society.
3.1.2 Election by chapters. Sixty members of Council shall be directly elected by the chapters to serve for terms of two years, with approximately one-half being elected each year.
The number of Council members shall be equitably allocated among the chapters in direct proportion to the number of fellow and life members from each chapter; provided the number of elected Council members allocated to each chapter shall be at least one.
3.1.3 Allocation of members. The nominating committee shall make the allocation provided in section 3.1.2, not later than the date of the annual meeting of Council immediately preceding the first annual election to be governed by such allocation. The first such allocation shall govern the four annual elections immediately following the adoption of this section, and allocations shall be made at four-year intervals thereafter. The allocations shall be based upon the membership figures according to the records of the Society as of the last day of September immediately preceding the date of such determination.
3.1.4 Terms. The term of office of an elected member of Council shall commence on the day following the annual meeting of the Society; such term shall run until the day of the annual meeting of the Society two years after his election, unless his election was for a shorter term or is earlier terminated. The term of office of an elected member of Council shall terminate upon his resignation, his election as an officer of the Society or the election of his successor by the chapter for any other reason.
The term of office of a Board member of Council shall be the same as his term on the Board of Directors.
The term of office of a chapter president member of Council shall be the same as his term as such officer.
3.2 Board of Directors. Between meetings of Council the activities of the Society shall be directed by the board of directors. The board of directors shall act as the executive committee of Council, and shall exercise all powers of Council except those reserved to Council in these bylaws or by resolutions of the Council.
3.2.1 Composition. The board of directors shall be composed of the society officers; the immediate past president of the Society; one member of Council elected by each chapter to serve for three years; and three at-large members elected by the Council to serve for three years. Terms for at-large members may be less than three years to provide that the term of one at-large member shall expire each year.
3.2.2 Terms. The term of office of an elected member of the board of directors shall commence on the day following the annual meeting of the Society; such term shall run until the day of the annual meeting of the Society three years after his election, unless his election was a shorter term or is earlier terminated. The term of an elected director shall terminate upon his resignation, his election as an officer of the Society, his failure to remain a member of Council or the election of his successor by the chapter for any other reason.
The term of office of an officer member of the board of directors shall be the same as his term as such officer.
3.3 Chapters. The membership of the Society shall be divided into such chapters as the Council shall determine to be proper and convenient; provided non-resident fellow members shall not be required to be members of any chapter. A chapter shall be composed of the members of the Society located at any contiguous geographical area of the state.
3.3.1 Organization. Application for approval of the organization of a chapter may be made by twenty-five or more members. The board of directors may recommend to Council whether to approve such application.
3.3.2 Dissolution. A chapter may be dissolved by action of the Council. In the event of dissolution, the ownership of all property and records of a chapter shall be transferred to another chapter or otherwise disposed of by Council. The board of directors may recommend to Council whether to dissolve a chapter.
3.4 Officers. The officers of the Society shall be a chair, a chair-elect, a vice chair, a secretary and a treasurer, all of whom shall be fellow members who have served at least two years as a member of Council.
3.4.1 Election and term. Officers shall be elected by the Council at its annual meeting. Terms shall be for one year or until a successor is elected, and shall commence on the day following the annual meeting of the Society.
3.4.2 Chair-elect. The chair shall be elected one year before his term of office commences, and shall be designated as the chair-elect during such year.
3.4.3 Vacancies. Vacancies in the office of chair or chair-elect may be filled by Council. Vacancies in any other office may be filled by the board of directors or by Council.
3.4.4 Duties. The duties of the officers shall be as set forth in sections 22.214.171.124 through 126.96.36.199.
188.8.131.52 Chair. The chair shall preside at all meetings of the Society, the Council and the board of directors, appoint committees in accordance with section 3.5, act as spokesman for the Society, and perform all duties usually pertaining to such office in accordance with the bylaws and resolutions of Council and the board of directors.
184.108.40.206 Chair-elect. The chair-elect shall become familiar with the duties of the office of chair, make committee appointments and otherwise develop a plan of action for his term as chair, and perform such other related duties as may be assigned by the chair.
220.127.116.11 Vice chair. The vice chair shall preside in the absence of the chair at all meetings of the Society, the Council and the board of directors, and perform such other duties as may be assigned by the chair.
The vice chair shall assume all of the duties and powers of the chair in the event of the disability, as determined by the board of directors, death, or resignation of the chair; provided in the absence of election by Council the vice chair shall not become chair.
18.104.22.168 Secretary. The secretary shall have the usual duties of a corporate secretary to the extent such duties have not been delegated to the executive director by Council, and perform such other duties as may be assigned by the chair.
22.214.171.124 Treasurer. The treasurer shall have the usual duties of a corporate treasurer and controller to the extent such duties have not been delegated to the executive director by Council, and perform such other duties as may be assigned by the chair.
3.5 Committees. Except as otherwise provided in these bylaws or by Council, the chair may appoint committees with such duties, powers, responsibilities and procedures as he may prescribe. A majority of each committee shall constitute a quorum for the transaction of business. Any question may be submitted to committee members for vote by correspondence or other direct communication. All appointed committee members and chairmen shall serve at the pleasure of the chair. The chair and the president and CEO shall have the privilege of the floor at meetings of all committees, including the committees designated in sections 3.5.1 through 3.5.4.
3.5.1 Nominating Committee. The Nominating Committee shall be composed of one member elected by each chapter to serve three year terms and the immediate past chair of the Society who shall serve a three year term following the completion of his term as Society Chair. The immediate past chair shall serve as chairman of the committee during the final year of his three-year term on the committee. Terms may be less than three years to provide that the terms of approximately one third of the members shall expire each year and to fill vacancies. The nominating committee shall make nominations for the offices of chair-elect, vice chair, secretary and treasurer; solicit and consider officer nominee recommendations by the chapters; nominate the at-large members of the Board of Directors; nominate representatives of the Society to other organizations; nominate auditors; publish nominations to the membership at least forty-five days prior to the scheduled date of election; and make the allocation of Council seats as provided in section 3.1.3.
3.5.2 Finance Committee. The finance committee shall be composed of the treasurer, the chair, the chair-elect, and such other members as the chair shall appoint. The finance committee shall lead in the development of financial management policies; advise the treasurer in the investment of Society funds; prepare an annual budget for review by the board of directors prior to its adoption at the annual meeting of Council; and provide general supervision of the financial affairs of the Society.
3.5.3 Professional Ethics Committee. The professional ethics committee shall be composed of at least one representative from each chapter appointed by the president to serve three year terms. Terms may be less than three years to provide that the terms of at least two members shall expire each year and to fill vacancies. The professional ethics committee shall provide guidance to the members and others in the interpretation of the code of professional ethics of the Society as designated in section 5.1; and implement the disciplinary proceedings authorized in section 6.1.
3.5.4 Personnel Committee. The personnel committee shall review and evaluate the performance of the president and CEO and senior staff personnel at least annually and report its findings to the board of directors; review and make recommendations to the finance committee and the board of directors concerning all areas of staff relations, including employment contracts, salaries and benefits; and assist the executive director in development and implementation of management and personnel policies and procedures.
3.6 President and CEO. The board of directors shall select a president and CEO, who may but is not required to be a member of the Society, to serve as the full-time salaried manager of the Society office and staff; coordinate the activities of the Society; and perform such other services as may be assigned to him by the chair, board of directors or Council. He shall have the privilege of the floor at meetings of Council, the board of directors and all committees.
3.6.1 Staff personnel. The board of directors may establish other staff positions upon recommendation of the personnel committee and the finance committee. The president and CEO may employ personnel for established staff positions.
3.6.2 Salaries and benefits. Salaries and benefits of the president and CEO and senior staff personnel shall be fixed by the board of directors.
3.7 Audit. The Council shall appoint a firm of certified public accountants to express an opinion on the financial statements of the Society for each fiscal year.
3.8 Fiscal year. The fiscal year of the Society shall be as the Council shall prescribe.
Article 4 – Meetings | back to top4.1 Meetings of Society. The membership shall meet pursuant to sections 4.1.1 through 4.1.4. Meetings of the membership shall be known as meetings of the Society.
4.1.1 Annual meeting. A regular or annual meeting of the Society shall be held within five months after the end of the fiscal year, at a place and on a date to be fixed by the board of directors; provided the annual meeting shall be held as may be directed by Council unless the board of directors shall determine that an emergency situation or other compelling reason requires a change of date or location.
4.1.2 Special meetings. The chair shall call special meetings of the Society when directed by Council or the board of directors, or upon the written request of at least five percent of the membership of the Society or any thirty members of Council. Special meetings shall be held at places designated by the board of directors. No business shall be transacted at a special meeting of the Society other than that for which the meeting shall have been called.
4.1.3 Notice. Notice of each regular or special meeting of the Society shall be mailed to each member of the Society, at his mailing address as shown in the official records of the Society, at least fifteen days prior to the date of such meeting.
4.1.4 Quorum. At any regular or special meeting of the Society a quorum for the transaction of business shall be as prescribed by applicable state law. Any action taken or resolution adopted at a meeting of the Society at which a quorum is not present shall be considered by the Council as an expression of the opinion of the membership entitled to great consideration.
4.2 Meetings of Council. Meetings of the Council shall be governed by sections 4.2.1 through 4.2.6.
4.2.1 Regular meetings. An annual meeting of the Council shall be held at a time and place to be determined by the board of directors.
4.2.2 Special meetings. The chair shall call special meetings of the Council when requested to do so by the board of directors or when requested in writing by at least twenty members of Council. Special meetings of Council shall be held at places designated by the board of directors.
4.2.3 Mail ballots. In lieu of a special meeting of Council, the chair, with the approval of the board of directors, may submit any question to the Council for a vote by mail, and any action therein approved by a majority of the entire membership of the Council shall be declared by the chair to be an act of the Council and recorded on the minutes of the Council.
4.2.4 Notice. Notice of each regular or special meeting of the Council shall be sent to each member of Council, at his mailing address as shown in the official records of the Society, at least fifteen days before the date of such meeting. The notice, as far as practicable, shall contain a statement of the business to be transacted.
4.2.5 Quorum. Thirty members of Council shall constitute a quorum for the transaction of business at any duly called meeting of the Council.
4.2.6 Minutes. A copy of the minutes of each meeting of the Council shall be provided to each member of Council within forty-five days after such meeting.
4.3 Meeting of directors. Meetings of the board of directors shall be governed by sections 4.3.1 through 4.3.4.
4.3.1 Meetings. The board of directors shall meet at the direction of the chair, or at the direction of another officer as herein authorized. A meeting will be called by the chair, or by any officer if the chair fails or refuses, upon the request of any three directors. Meetings shall be held at least quarterly.
4.3.2 Mail ballots. The chair may submit any question to the directors for a vote by correspondence; however, such balloting will not satisfy the quarterly meeting requirement of section 4.3.1.
4.3.3 Quorum. Sixty percent of the members of the board of directors shall constitute a quorum for the transaction of business at any duly called meeting of the board of directors.
4.3.4 Actions. All actions of the board of directors must be by affirmative vote of at least sixty percent of the entire membership. The actions of the board of directors shall be reported to the membership or to Council as directed by the Council.
Article 5 – Professional ethics | back to top
5.1 Code designated. The code of professional ethics of the American Institute of Certified Public Accountants, as now constituted, interpreted and applied, or as may hereafter be amended, interpreted and applied, together with such amendments or interpretations of the rules of conduct as may be made by action of a majority of the entire Council, shall constitute the code of professional ethics of the Society.
Article 6 – Disciplinary Sanctions | back to top
6.1 Role of Ethics Committee.
The professional ethics committee is empowered to act on behalf of the
Society to impose disciplinary sanctions, including termination or
suspension of membership, public or private reprimand, or imposition of
conditions for retention or membership, in accordance with sections 6.2
6.2 Joint ethics agreement. When a disciplinary proceeding is subject to an agreement between the Society and the American Institute of Certified Public Accountants, the professional ethics committee shall act in accordance with such agreement.
6.3 Criminal conviction. Membership in the Society shall be suspended without a hearing should there be filed with the secretary of the Society a judgment of conviction imposed upon any member for a crime punishable by imprisonment for more than one year; the willful failure to file any income tax return which he is required by law to file for himself as an individual taxpayer; the filing of a false or fraudulent income tax return for himself or on behalf of a client; 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.
6.4 Termination of certificate. Membership in the Society shall be suspended without a hearing for a member whose 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 by any governmental authority; but such suspension of membership shall terminate upon reinstatement of the certificate, license or permit. Membership shall be terminated without hearing should such certificate, license or permit be revoked, withdrawn, or cancelled as a disciplinary measure by any governmental authority. The professional ethics committee shall consider, with or without hearing, prior to its final determination, a timely written petition of a member that his membership shall not be so suspended or terminated.
6.5 Other offenses. The professional ethics committee sitting as a hearing panel, or a hearing panel convened pursuant to the joint ethics agreement referred to in section 6.2, may expel a member, suspend the membership of a member, or impose any lesser sanctions authorized in section 6.1 on a member who infringes any of these bylaws or the code of professional ethics; is declared by a court of competent jurisdiction to have committed any fraud; is found by the hearing panel to have been guilty of an act discreditable to the profession; or is declared by a court of competent jurisdiction to be insane or otherwise incompetent.
6.6 Reinstatement. A member who has been expelled under this article may be reinstated at any time by the board of directors after investigation and report by the professional ethics committee if the finding of the court or other governmental authority on which such expulsion was based has been reversed or otherwise set aside or invalidated, or after three years upon request of the member and recommendations of the professional ethics committee if the finding of the court or authority has not been invalidated.
Article 7 – Amendments | back to top
7.1 Proposals to amend. Proposals to amend the bylaws may be made by the board of directors, any fifteen members of Council, or any chapter.
7.2 Submission to Council. All such proposals to amend the bylaws, unless made at a meeting of Council or the board of directors, shall be submitted to the board of directors. The board of directors shall submit all such proposals, accompanied by its recommendation, to the Council for action.
7.3 Mail ballot. Bylaw amendments authorized by the Council shall be submitted to the members of the Society for a vote by mail ballot. All amendments approved by a majority of the members whose ballots are returned to the principal office of the Society within sixty days from the date of mailing the ballots to the members shall become effective at the close of the balloting period unless a later date is specified in the referendum ballot.