TSCPA Policies & Bylaws

Policies of Council

1. Membership classifications (6-28-82) (12-7-91) (12-13-08) (11-7-14) (11-3-16) (11-12-21)

(2-1-2023)

Classifications of members for payment of dues and other purposes shall be as follows:

Fellow members licensed for five years or more (excludes educators, professional leave and retired)

Fellow members licensed less than five years (excludes educators, professional leave and retired)

Educators: Fellow members engaged primarily in teaching accounting or related subjects.

Retired: Fellow members who have reached the age of 55 and retired from the workforce.

Professional Leave: Fellow members who have temporarily left the workforce for military duty, unemployment, disability or domestic responsibilities.

Affiliate: Individuals who are non-CPAs and are employees at a CPA firm or other organization with at least one TSCPA fellow member.

Emerging Professionals: Individuals who have completed the requirements and are eligible to sit for the CPA examination and have graduated from a post-secondary institution within the last five years but are not yet licensed CPAs.

Provisional: Individuals who have passed the Uniform CPA Examination but have not yet obtained the CPA certificate.

Student: Student enrolled in high school, college or university who does not already qualify for a CPA license. (11-13-10) (11-3-17)

2. Reclassification of provisional members (6-28-82)

Provisional members who become certified public accountants shall automatically become fellow members without payment of additional dues for the current year.

3. Qualification for provisional membership (6-28-82)

Applicants for admission as provisional members shall have satisfactorily completed the Uniform Certified Public Accountants Examination.

4. Annual dues (11-20-99) (11-23-02) (12-6-03 (11-19-05) (12-1-06) (12-8-07) (12-13-08) (11-9-12) (11-8-13) (6-13-16) (11-2-18) (11-15-19) (6-19-20) (2-1-2023)

Annual dues are payable by members as follows:

Fellow Members licensed for five years or more: $260 (excludes educators, professional leave and retired)

Fellow Members licensed less than five years: $235 (excludes educators, professional leave and retired)

Educators: $75

Professional Leave: $55

Retired: $55

Provisional: $235

Emerging Professional: $55

Affiliate Member: $235

Student: Waived

5. Collection of dues (6-28-82)

Society and chapter dues and fees shall be billed and collected by the Society office.

6. Reinstatement of membership (6-28-82)

Membership terminated for non-payment of dues or resignation shall be reinstated upon payment of dues, fees or other amounts outstanding as may be determined by the Board of Directors.

7. Proration of dues (6-28-82)

Dues shall be prorated on a quarterly basis for new members and reinstated members, or as determined by the Board of Directors.

8. Transfer of chapter affiliation (6-28-82) (6-19-20)

Members may transfer chapter affiliation upon request. Such transfers shall not result in adjustment of chapter dues for the year of such transfer.

9. Chapter areas defined (6-28-82) (12-5-87)

The geographic areas of the chapters are generally defined to include the following counties:

Appalachian Chapter - Carter, Greene, Hawkins, Johnson, Sullivan, Unicoi, Washington.
Chattanooga Chapter - Bledsoe, Bradley, Grundy, Hamilton, Marion, McMinn, Meigs, Polk, Rhea, Sequatchie.
Elk Valley Chapter - Bedford, Coffee, Franklin, Lincoln, Marshall, Moore.
Knoxville Chapter - Anderson, Blount, Campbell, Claiborne, Cocke, Grainger, Hamblen, Hancock, Jefferson, Knox, Loudon, Monroe, Morgan, Roane, Scott, Sevier, Union.
Memphis Chapter - Fayette, Shelby, Tipton.
Nashville Chapter - Cannon, Cheatham, Davidson, Dickson, Giles, Hickman, Houston, Humphreys, Lawrence, Lewis, Maury, Montgomery, Perry, Robertson, Rutherford, Stewart, Sumner, Wayne, Williamson, Wilson.
Upper Cumberland Chapter - Clay, Cumberland, DeKalb, Fentress, Jackson, Macon, Overton, Pickett, Putnam, Smith, Trousdale, Van Buren, Warren, White.
West Tennessee Chapter - Benton, Carroll, Chester, Crockett, Decatur, Dyer, Gibson, Hardeman, Hardin, Haywood, Henderson, Henry, Lake, Lauderdale, Madison, McNairy, Obion, Weakley.

10. Use of Society records restricted (6-28-82) (12-7-91) (6-19-20) (11-12-21)

All records maintained by and for the Society, including membership lists, are to be used for official business only. The distribution or sale of the TSCPA membership lists is prohibited without prior approval of the TSCPA Board of Directors. The membership list is to be used only in distributing material and information concerning the TSCPA.

The Board of Directors is granted the right to alter this policy when it deems it is in the best interest of the members.

11. Accounting Policies (6-28-92) (11-12-21)

The annual financial statements of the Society shall be prepared on the accrual method of accounting and maintained with a fiscal year-end of March 31.

12. Chair-Elect on AICPA Council (6-28-82) (6-20-83) (12-13-08)

The Society designated member of Council of the American Institute of Certified Public Accountants shall be the chair-elect.

13. Memorial contributions (6-28-82) (11-12-21)

The Society shall make a contribution of $100 to the Educational & Memorial Foundation of the Tennessee Society of Certified Public Accountants as a memorial to each deceased member in good standing.

14. Membership directory (6-28-82) (12-2-95) (11-12-21)

A membership directory shall be maintained by the Society.

15. Uniform Certified Public Accountants Examination Statistics (6-28-82) (12-13-08)

The Society office shall not publish statistics presenting the relationship of those sitting for the Uniform Certified Public Accountants examination and those passing or failing the examination.

16. Reports of action (6-28-82) (12-13-08) (11-13-10) (11-12-21)

The president and CEO shall cause to be published to the membership a summary of the actions of Council and the Board of Directors. The chair shall report the actions of the Board of Directors to Council at its next regular meeting.

17. President and CEO – general (6-28-82) (12-13-08) (11-12-21)

The president and CEO is responsible to the chair for the performance of such duties of the secretary and treasurer as shall have been delegated by Council or the respective officers with the approval of the chair and for such other assignments by the chair as are necessary to promote the objectives of the Society and the directives of Council or the Board of Directors.

The president and CEO is charged with the execution of the work of the Society without direction or supervision, in accordance with the bylaws, policy interpretations and other decisions of Council or the Board of Directors, and in general conformity to past practice; subject, however, to the right of the chair to provide such direction or supervision as the chair may consider necessary.

The president and CEO is the principal professional staff person of the Society, and is expected to be a major representative of the Society, always working publicly and privately for the best interest of the Society and profession of accountancy. The president and CEO shall encourage active participation in professional affairs by the members of the Society, and shall recommend policies, procedures and actions to achieve the objectives of the Society. The president and CEO shall maintain such relations with other associations, industry, government, public service organizations and vendors as are desirable or necessary in the best interests of the Society and in conformity with its overall objectives and policies.

The authority of the president and CEO is specifically limited to that granted in policies and directives of Council and the Board of Directors and instructions of the chair and others with the approval of the chair. The president and CEO may enter into no contracts in the name of the Society except those authorized by Council, the Board of Directors or the chair, and those necessary for the routine operation of the Society within budget limitations.

18. Disability of president and CEO (6-28-82) (12-13-08) (11-12-21)

If the president and CEO becomes disabled and unable to perform their duties then their current salary and benefits shall be continued for a period of not less than 90 days. The date when such disability begins or ends shall be determined by the Board of Directors.

19. Delegation of duties of secretary (6-28-82) (12-13-08) (11-12-21)

The following duties of the secretary are delegated to the president and CEO:

a) To keep a true record of the proceedings of all meetings of the Society, Council, and Board of Directors, except those meetings at which the president and CEO may be requested to be absent.

b) To keep in relation to each member, a register of name, address, business affiliation, date of admission, certificate number and date issued, and other data required by the Board of Directors.

c) To give notice of all regular and special meetings of the Society, the Council, and the Board of Directors.

d) To conduct correspondence with other organizations of accountants to inform them of our activities and to report on their activities.

20. Delegation of duties of treasurer (6-28-82) (12-13-08) (6-19-20) (11-12-21)

The following duties of the treasurer are delegated to the president and CEO:

a) To attend to the collection of Society and chapter dues and fees and other amounts due the Society.

b) To deposit chapter dues and other fees to the appropriate bank or investment account within a reasonable time after collection.

c) To keep such accounting records as the treasurer may direct in accordance with the accounting policies and procedures approved by the finance committee.

d) To deposit in the name of the Society in such banks as may be designated by the treasurer all funds in their charge.

e) To provide all reasonable assistance to the auditors in their annual audit of the financial statements of the Society.

f) To see that all funds, physical assets and other property of the Society are appropriately safeguarded, administered and insured.

21. Legislative liaison (6-28-82) (12-13-08) (11-13-10) (11-12-21)

The president and CEO shall act as legislative liaison with the Tennessee General Assembly and shall register as a lobbyist if determined to be necessary by the legislation committee. The president and CEO shall review the records of legislation introduced and advise the legislation committee of any proposed legislation which, in the president and CEO’s opinion, affects the accounting profession.

22. Continuing Professional Education (6-28-82) (12-7-91) (6-19-20) (11-12-21)

In accordance with an agreement between the Tennessee Society of Certified Public Accountants (TSCPA) and the Educational & Memorial Foundation of the Tennessee Society of Certified Public Accountants (the Foundation), the Foundation shall present a comprehensive CPE Program on behalf of TSCPA. The TSCPA’s CEO is authorized to act as an agent for the Foundation to prepare and coordinate a schedule of CPE courses on a fiscal year basis.

TSCPA chapters are encouraged to present regular programs which qualify for continuing professional education credit. These programs should not exceed four hours in duration and should not be scheduled to conflict with CPE courses offered by the Foundation. (11-13-10)

All CPE courses shall meet the qualifying program requirements established by the Tennessee State Board of Accountancy. Detailed records of all courses shall be maintained at the Society office in accordance with the requirements established by the State Board. Only TSCPA, and Educational and Memorial Foundation sponsored CPE courses may be publicized in TSCPA publications.

23. Society hours and holidays (6-28-82) (12-2-95) (11-12-21)

The Society will be open during standard business hours, except on observed holidays.

24. Journal notice of meetings (6-28-82) (11-13-10)

Notice of all regular and special meetings of Council and the Board of Directors shall be published in the journal; provided the failure to publish such notice shall not affect the validity of any meetings.

25. Annual meeting and convention (6-28-82) (6-20-83) (8-20-99) (11-20-99) (11-12-21)

a) The social program, continuing professional education program, schedule, promotion, registration fees, and all other arrangements for the annual meeting and convention shall be approved by the Board of Directors. All arrangements for conventions shall be the responsibility of the president and CEO unless otherwise determined by the Board of Directors. (6-20-83) (8-20-99) (12-13-08)

b) The location of the annual meeting and convention shall be approved by the Board of Directors. (6-28-82) (8-20-99) (11-19-11)

26. Member’s travel reimbursement (6-28-82) (12-13-08) (11-12-21)

a) Travel expenses incurred by members of committees and the Board of Directors in performing their duties will be reimbursed, provided such reimbursement has been specifically authorized in the budget and is requested within 30 days.

b) Travel expenses incurred by Society-elected representatives to other organizations in performing their duties will be reimbursed.

c) Travel expenses incurred by others designated by the chair, in performing their duties in furtherance of the programs of the Society or for the benefit of the profession will be reimbursed.

d) Travel expenses incurred by official delegates and their spouses in attending specified annual meetings will be reimbursed. Unless otherwise determined by the Board of Directors, the official delegates to the annual meetings of the Society shall be the chair, chair-elect, president and CEO and the chief operating officer and to the annual meetings of the American Institute of Certified Public Accountants, the elected and designated representatives and the president and CEO or chief operating officer. (6-20-83) (12-13-08)

27. Use of trademark restricted (6-20-83)

The Society has adopted a trademark, which has been registered with the Secretary of State, for exclusive use by the Society. No member or group of members shall use or display the Society trademark without specific approval of the Council or Board of Directors.

28. Designation as members of the Society (6-20-83) (11-12-21)

Accounting firms are encouraged to designate themselves as members of the Tennessee Society of Certified Public Accountants but a firm shall not use such designation unless all of its resident partners or shareholders who are Certified Public Accountants are members of the Society.

29. Public statements (6-20-83) (12-13-08) (11-12-21)

There are many occasions on which the Council, the Board of Directors, committees, both state and chapter, or staff of the Tennessee Society of CPAs is asked to express an opinion on matters directly or indirectly affecting the accounting profession. One of the goals of the Tennessee Society of CPAs is to speak on behalf of its members when such action is in the best interest of its members and serves the course of certified public accountants in Tennessee.

Presentation of the Society’s views on appropriate matters to the American Institute of CPAs, to bankers and lawyers, to the Tennessee Legislature, to the United States Congress, to state agencies or to the public at large is an essential part of the program of service and meaningful public relations. It can be an effective part, however, only when carried out in an orderly manner consistent with a clearly stated policy.

The purpose of this statement is to clarify the authority and responsibility of individuals or groups while they are associated in an official capacity with the Tennessee Society in expressing such opinions. Nothing in this policy statement is intended to limit or preclude normal or routine correspondence of the Council, Board of Directors, committees, both state and chapter, and staff. Nor is this statement intended to restrict any individual from expressing personal views; however, anyone holding a position of leadership in the Tennessee Society should recognize the probability that their personal views might be confused with and be reported as the position of the Society.

There are, however, two basic considerations for all. First, any such statement by an individual or group should be well studied, reasoned and documented when the situation permits. Second, if the matter is one involving substantial controversy within the profession, the individual or group should endeavor to present the pros and cons of the question. If a statement is made in support of a particular position, it must be clear that the statement presents a personal opinion and not that of the Tennessee Society.

a) The Council may make statements on behalf of the Tennessee Society.

b) The Board of Directors may make or authorize a statement on behalf of the Society when critical timing or other conditions make it impractical to await action from the Council.

c) The chair has the authority to prepare responses to matters requiring a prompt reply by the profession. However, the chair shall endeavor to discuss the matter with the members of the Board of Directors whenever possible.

d) The president and CEO may release public statements which have been approved by the Council, Board of Directors or chair.

e) The TSCPA letterhead in physical and digital form should be used only for official society correspondence..

30. Operating reserves (12-1-90) (12-7-91) (12-4-93) (6-19-20)

The purpose of operating reserves is to build and maintain adequate cash and investments without donor restrictions to support TSCPA’s day-to-day operations in the event of unforeseen shortfalls. The reserves may also be used for one-time, nonrecurring expenses with long term benefit. The targeted operating reserve balance maintained by TSCPA shall be at an appropriate level as determined by the Board of Directors

31. Investments (12-5-92)

The Investment Committee shall invest available TSCPA funds in accordance with an Investment Policy approved by Council.

32. Council Meeting Attendance (1-1-16) (11-12-21)

Any member of Council, other than Past Chairs, who shall be absent from two Council meetings per term shall forfeit that member’s seat on Council. Generally, members who forfeit their seat on Council must sit out one year before being considered for reappointment. Past chairs who shall be absent from three consecutive Council meetings shall automatically become honorary, non-voting members of Council.

33. Chapter financial recordkeeping (6-19-20)

TSCPA chapters are part of the TSCPA corporation organized under section 501(c)(6) of the Internal Revenue Code. Chapter dues and fees should be deposited in separate chapter bank or investment accounts in accordance with Bylaw 2.6 and the Chapter Centralized Record-Keeping Procedures Manual. All Chapter reserves shall be maintained at appropriate levels as determined by the TSCPA Board of Directors.

1. Membership, concurrent

Membership in the Society is contingent upon concurrent membership in one of its Chapters EXCEPT that Chapter membership is not compulsory for non-resident, retired, professional leave and life members.

Adopted 1985, 1991, 1992 and 2018
Bylaws references: Section 2.7
Council Policy references: Numbers 6 through 8

2. Payment of Dues

Annual dues are payable by April 30; dues which remain unpaid on May 31 shall be considered delinquent; the membership of any member whose dues remain unpaid on June 15 shall be suspended automatically and may be terminated by the Board of Directors.

Adopted May 1, 2020
Bylaws references: Section 2.6
Council Policy references: None

3. Audit/auditors

The firm of certified public accountants appointed by the Council shall express an opinion on the consolidated financial statements of the Society and the Educational & Memorial Foundation and prepare the appropriate annual tax returns of both organizations.

Adopted September 27, 1985; Amended May 1, 2020
Bylaws references: Sections 3.2 and 3.7
Council Policy references: None

4. Contracts and agreements

The authority granted the President and CEO by Council Policy 17 is interpreted to require the President and CEO to enter into contracts in the name of the Society for the routine operation of the Society. Committee activity is a routine operation of the Society. Therefore, no contract shall be entered into in the name of the Society by committees except those authorized by the Council or Board of Directors. This policy shall be communicated annually to all committees by the Chair-Elect.

Adopted December 5, 1986
Bylaws references: Section 3.6
Council Policy references: Number 17

5. Member’s travel reimbursement

Travel expenses incurred by members of committees and the Board of Directors in performing their duties as such will be reimbursed provided such reimbursement has been specifically authorized in the budget and is requested within 30 days. In no event, however, will requests for reimbursement be honored for meetings during a fiscal year if submitted more than 30 days after the close of that fiscal year which ends on March 31. All airfares are to be coach class and every effort should be made to take advantage of reduced fares. Members attending Society committee meetings may request reimbursement for mileage expense at the current IRS rate, provided such expense is not reimbursed by his/her firm or company.

Out-of-state travel expenses, hotel accommodations and meals for committee members may be reimbursed only when incurred in connection with attendance at national or regional meetings arranged specifically for state society representatives to discuss subjects related to that committee.

Travel expenses for committee members generally will not qualify for reimbursement when incurred in connection with national and regional conferences qualifying for CPE credit. All other out-of-state travel expenses will be reimbursed in accordance with TSCPA Council Policy 26 (Member’s Travel Reimbursement).

Adopted November 19, 1999; Amended May 1, 2020
Bylaws references: None
Council Policy references: Number 26

6. Committee service

Committee member appointments are for a one-year term. Members who make a positive contribution to the committee will be automatically submitted to the incoming Chair-Elect during the appointment process for an additional one-year term. In general, a member may not serve on a committee for more than three consecutive years unless the member is subsequently appointed chairman of the committee. A committee chairman normally serves for three one-year terms regardless of prior service as a committee member. Members who rotate off must sit out for one year before reapplying for committee appointment. All appointed committee members and chairmen shall serve at the pleasure of the Chair.

A minimum (if available) of two new members will be added to a committee each year in order to give more members an opportunity to be involved in committee work.

The Chair should consider gender, geographic and ethnic diversity when appointments are made.

Adopted November 17, 2000
Bylaws references: Section 3.5
Council Policy references: None

7. Admission to membership

A standard membership application form must be completed and submitted to the Society office for verification of membership qualifications. Membership shall commence for qualified applicants upon payment of initial dues and admission fees within 75 days.

Adopted November 8, 2012; Amended May 1, 2020
Bylaws references: Section 2.1
Council Policy references: None

8. Definition of “valuable service”

Definition of “valuable service” for life membership shall be – nominees must have served on the TSCPA Board of Directors or served as a TSCPA Chapter President.

Adopted August 11, 2013
Bylaws references: Section 2.3
Council Policy references: None

9. Reimbursement

A maximum amount of $200 shall be reimbursed, upon request, to TSCPA Board of Director members who attend Board meetings in conjunction with the annual TSCPA Convention.

Adopted August 11, 2013;
Bylaws references: None
Council Policy references: None

10. Board meeting attendance

Any member of the Board of Directors who shall be absent from two consecutive Board meetings shall forfeit that member's seat on the Board.

Adopted January 1, 2016
Bylaws references: None
Council Policy references: None.

11. Gender policy

The TSCPA Bylaws and all related policies and publications shall be deemed to be gender neutral. Whenever a gender-specific term is used, it should be understood as referring to both genders, unless explicitly stated.

Adopted November 2, 2017
Bylaws references: None
Council Policy references: None.

12. Operating Reserves

TSCPA shall maintain targeted operating reserves in an amount to cover between six and twelve months of average recurring operating and capital expenses, exclusive of the chapters. TSCPA Chapters shall maintain targeted operating reserves in an amount to cover between three months and three years of average recurring operating and capital expenses.

Adopted May 1, 2020
Bylaws references: None
Council Policy references: Number 36

13. Election of Secretary and Treasurer

The Chair shall annually appoint a committee of the Board of Directors to make nominations for the offices of secretary and treasurer. This committee shall be comprised of the Chair, Chair-Elect, and one at-large director chosen by the Chair. The committee shall make nominations from the nine at-large directors for the offices of secretary and treasurer and present nominations to the Board of Directors for approval.

Adopted August 9, 2021
Bylaws references: 3.4.1
Council Policy references: None

TSCPA Bylaws

Article 1 – Name and Purpose

1.1 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 promote among 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

2.1 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, emerging professional, student, life, affiliate, 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.

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 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 Certified Public Accountant Examination may qualify for admission as emerging professional members. Persons enrolled in high school, college or university may qualify for admission as student members. Persons who are non-CPAs who are employees at a CPA firm or other organization with at least one TSCPA fellow member may qualify for admission as affiliate members. Persons who have been fellow members of the Society in good standing for at least 25 years, have reached the age of 65 years and have performed valuable service to the Society as defined by the Board of Directors shall automatically become life members of the Society. Persons who have been fellow members of the Society in good standing for at least 40 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. Other non-CPAs may qualify for admission as non-voting members as defined by the Council.

2.4 Attendance at meetings. Every member of the Society shall be entitled to attend all meetings of the Society pursuant to Article 4, the Council and the board of directors. Council and the Board of Directors shall have the ability to go into executive session with only members of the Council or Board of Directors present.

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 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 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 shall propose annual chapter dues for approval by Council during the TSCPA annual budget planning process. 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 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

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; 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.

3.1.2 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 present to Council the allocation provided in section 3.1.2 for approval, 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 the member's election, unless the election was for a shorter term or is earlier terminated. The term of office of an elected member of Council shall terminate upon the member's resignation, election as an officer or director of the Society or the election of the member's successor by the chapter for any other reason. The term of office of a Board member of Council shall be the same as the member's term on the Board of Directors. The term of office of a chapter president member of Council shall be the same as the member's 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 chair, chair-elect, and immediate past chair of the Society, and nine 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 terms of three at-large members shall expire each year. At least two members of the Board of Directors shall be from each of the three grand divisions of Tennessee.

3.2.2 Terms. The term of office of an at-large 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 the at-large member's election, unless the at-large member's election was a shorter term or is earlier terminated. The term of an at-large director shall terminate upon the at-large member's resignation, the at-large member's election as chair-elect of the Society, the at-large member's failure to remain a member of the Society or the election of the at-large member's successor by the Council for any other reason. The term of office of the chair or chair-elect of the board of directors shall be the same as the at-large member's term as such officer, and no at-large member shall serve more than two full terms on the Board. The immediate past chair of the Society shall serve a one-year term immediately following their term as chair.

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 secretary and a treasurer, all of whom shall be fellow members of the Society.

3.4.1 Election and term. The chair shall be elected by Council one year before the chair's term of office commences and shall be designated as the chair-elect during such year. The chair-elect shall be elected by the Council at its annual meeting for a one- year term or until a successor is elected and shall commence on the day following the annual meeting of the Society. The secretary and treasurer shall be elected by the Board of Directors from among the at-large members on the Board, and each shall serve for a one-year term or until a successor is elected.

3.4.2 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.

3.4.3 Duties. The duties of the officers shall be as set forth in sections 3.4.3.1 through 3.4.3.4.

3.4.3.1 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 spokesperson 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.

3.4.3.2 Chair-elect. The chair-elect shall become familiar with the duties of the office of chair, prepare committee appointments for their term as Chair, and otherwise develop a plan of action for their term as chair, and perform such other related duties as may be assigned by the chair.

The chair-elect 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 chair-elect 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.

3.4.3.3 Secretary. The secretary shall have the usual duties of a corporate secretary to the extent such duties have not been delegated to the president and CEO by Council, and perform such other duties as may be assigned by the chair.

3.4.3.4 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 president and CEO 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 the chair 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 chairs 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 six at-large members elected by Council to serve three-year terms and the immediate past chair of the Society who shall serve a three-year term following the completion of their term as Society Chair. Of the six at-large members, two shall be from each of the three grand divisions of Tennessee. The immediate past chair shall serve as chair of the committee during the final year of their 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, and no at-large member may serve more than one term on the committee. The nominating committee shall make nominations for the offices of chair-elect, 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; nominate members to the Nominating Committee; publish nominations to the membership at least 45 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 Board of Directors 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 eight members appointed by the chair-elect. At least two representatives shall be from each of the three grand divisions of Tennessee and will be appointed 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 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 president and CEO 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 by the chair, Board of Directors or Council. The president and CEO 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 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

4.1 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 30 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 the member's mailing address as shown in the official records of the Society, at least 15 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 20 members of Council. Special meetings of Council shall be held at places designated by the Board of Directors.

4.2.3 Other Actions of Council. 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, 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 the member's physical or electronic mailing address as shown in the official records of the Society, at least 15 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 45 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 Other Actions of the Board of Directors. The chair may submit any question to the directors for a vote; 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 60 percent of the entire membership of the Board of Directors. The actions of the board of directors shall be reported to the membership of the Society or to Council as directed by the Council.

Article 5 – Professional Ethics

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

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 admonishment, or imposition of conditions for retention or membership, in accordance with sections 6.2 through 6.6.

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 the member is required by law to file as an individual taxpayer; the filing of a false or fraudulent income tax return on behalf of the member 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, surrendered, indefinitely suspended 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 their membership shall not be so suspended or terminated.

6.5 Suspension or termination by recognized authorities. The professional ethics committee and the Board of Directors may jointly approve certain governmental agencies and other organizations whose disciplinary actions against a member will permit the Society 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 a director, officer or trustee of any entity, the member’s membership in the Society shall 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 a director, officer or trustee of any entity, the member’s membership in the Society shall be terminated.

6.6 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.

6.7 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

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 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 Ballot. Bylaw amendments authorized by the Council shall be submitted to the members of the Society for a vote. All amendments approved by a majority of the members whose ballots are returned within 60 days from the date of ballot distribution to the members shall become effective at the close of the balloting period unless a later date is specified in the referendum ballot.

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