Proposed TSCPA Bylaws Amendment

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As approved by the Board of Directors and the TSCPA Council, the following proposal to amend the TSCPA bylaws has been recommended for membership approval. Only those sections of the bylaws with proposed changes are printed.  The proposed additions are underlined and deletions are stricken.

Article 2 — Membership
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 the Uniform Certified Public Accountant Examination 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 Uniform examination for Certified Public Accountants Examination 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.
2.6 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.

Article 3 — Organization
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 served prior to July 31, 2008, and are members of the Society; and all past chairs of the Society who are members of the Society.
3.2.1 Composition. The Board of Directors shall be composed of the Society officers; the immediate past president chair 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.
3.4 Officers. The officers of the Society shall be a president chair, a president-elect chair-elect, a vice president 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.
3.4.2 President-elect chair-elect. The president chair shall be elected one year before his term of office commences, and shall be designated as the president-elect chair-elect during such year.
3.4.3 Vacancies. Vacancies in the office of president chair or president-elect chair-elect may be filled by Council. Vacancies in any other office may be filled by the Board of Directors or by Council.
3.4.4.1 President Chair. The president 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.
3.4.4.2 President-elect Chair-elect. The president-elect chair-elect shall become familiar with the duties of the office of president chair, make committee appointments and otherwise develop a plan of action for his term as president chair, and perform such other related duties as may be assigned by the president chair.
3.4.4.3 Vice president chair. The vice president chair shall preside in the absence of the president 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 president chair.
     The vice president chair shall assume all of the duties and powers of the president chair in the event of the disability, as determined by the Board of Directors, death, or resignation of the president chair; provided in the absence of election by Council the vice president chair shall not become president chair.
3.4.4.4 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 president and CEO by Council, and perform such other duties as may be assigned by the president chair.                                                
3.4.4.5 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 president and CEO by Council, and perform such other duties as may be assigned by the president chair.
3.5 Committees. Except as otherwise provided in these bylaws or by Council, the president 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 president chair. The president chair and the executive director 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 president chair of the Society who shall serve a three year term following the completion of his term as Society President Chair. The immediate past president 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 president-elect chair-elect, vice president 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 president chair, the president-elect chair-elect, and such other members as the president 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 chair 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 executive director 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 president and CEO in development and implementation of management and personnel policies and procedures.
3.6 Executive director President and CEO. The Board of Directors shall select an executive director 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 president 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 executive director president and CEO may employ personnel for established staff positions.
3.6.2 Salaries and benefits. Salaries and benefits of the executive director president and CEO and senior staff personnel shall be fixed by the Board of Directors.

Article 4 — Meetings
4.1.2 Special meetings. The president 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.
4.2.2 Special meetings. The president 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 president 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 president chair to be an act of the Council and recorded on the minutes of the Council.
4.3.1 Meetings. The Board of Directors shall meet at the direction of the president chair, or at the direction of another officer as herein authorized. A meeting will be called by the president chair, or by any officer if the president chair fails or refuses, upon the request of any three directors. Meetings shall be held at least quarterly.
4.3.2 Mail ballots. The president 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.