BYLAWS

OF

ARIZONA SOCIETY OF PRACTICING ACCOUNTANTS

ARTICLE I

MEMBERSHIP

Section 1 – Classes.  The membership of this organization shall consist of five (5) classes:

a.             Active Membership

b.             Associate Membership

c.             Honorary Membership

d.             Life Membership

e.             Retired (and Retired Charter) Membership

Section 2 – Qualifications.

a.             Active Membership.  Any individual who, as sole proprietor, partner, corporate officer, or tax or accounting employee, who as part of his or principle responsibility engages in the practice of tax preparation, other tax practice, accountancy, or who for a period of six (6) months immediately preceding the application for membership engaged as an independent contractor in the act of practice of Accounting and has otherwise met the ethical, education and moral standards established by the Society shall be eligible to become an Active Member.  Active Members who are members by August 1, 1976 are considered Charter Members.

b.             Associate Membership.  Any other individual meeting the ethical, education and moral standards established by the Society shall be eligible to become an Associate Member.  The board may designate various degrees of Associate Membership.  This may include Commercial Membership, Employee Membership, and Student Membership.  The board may establish different dues for the various degrees of Associate Membership. 

c.             Honorary Membership.  Honorary status may be granted by the approval of the State Board to any individual who has provided the Arizona Society with outstanding service.  It shall require a vote of two thirds (2/3) of the Board of Directors before this status may be granted.  Honorary members shall pay no dues, and have no voting rights in Society matters.

d.             Life Membership.  Persons shall be eligible for Life Membership upon a majority vote of the Board of Directors.  It is intended that Life Membership shall be an honor to be conferred upon a person, by the Board of Directors, for meritorious service in the accounting profession, in the State of Arizona and the Arizona Society of Practicing Accountants. Life Membership shall have all the privileges of Active Membership, but shall not be required to pay dues.

e.             Retired (and Retired Charter) Membership.  A retired member shall certify to the Secretary/Treasurer that he or she will work in the accounting profession not more than 200 hours during the dues year.  The dues for a retired member shall be $25 per year.  A charter member who retires shall be known as a retired charter member.  No continuing professional education shall be required of a retired member or a retired charter member.  A retired member or a retired charter member shall have all rights and privileges of an active member except that he or she may not hold office at either the state or chapter level, may not vote in state or chapter elections and will not be eligible for member discounts to society sponsored educational events.  He or she may serve on committees.  If a retired member or a retired charter member wishes to become active again, he or she will be accorded the same status as before they retired (an active member will be an active member, a charter member will be a charter member, etc.) upon payment of the appropriate dues and completion of the required continuing professional education prior to applying for reinstatement.

Section 3 – Elections of Members.  The applicant shall submit an application to the AAATP office, accompanied by an application fee, to be determined by the Board of Directors, which shall be acted upon within one (1) month. The AAATP staff will review the application for the stated criteria and accept applicant into membership.  If there is a question as to the eligibility of the applicant, the application shall be sent to the Board for approval or rejection. A denied or withdrawn application shall be refunded the fee. (Revised 2/15/2021)

Section 4 – Rights of Members.  Only active members shall vote in all elections and in general business meetings.  Only active members may hold an elected office.  All members may serve on committees.(Revised 2/15/2021)

Section 5 – Duties of Members.  As a condition of continued membership, each active member shall be required to fulfill the continuing education requirements and the ethical standards as established by the Board from time to time.

Section 6 – Termination of Membership.  Membership may be terminated or suspended by the Membership Committee in the event that any member has failed to pay dues, if such failure has continued for a period of thirty (30) days after the giving of written notice thereof.  The membership may thereafter be reinstated upon payment.

A membership may be terminated for violation of the ethical and moral standards established by the Board only after written notice of the alleged violations is given to the member charged, there shall be a full hearing of the charges, where the member shall have the opportunity to present their position to a special committee of five (5) impartial members, chosen by the Board.  The committee shall make a recommendation to the board for a majority vote.

Section 7 – Criterion for Membership.  Race, color, creed, national origin or sex shall not be a criterion for membership.

ARTICLE II

ANNUAL MEETING

Section 1 – Annual Meetings.  The annual meeting of the members of the Society shall be during the month of June on a day to be designated by the Board of Directors.

Section 2 – Notice of Annual Meeting.  A notice setting out the place, day and hour of such annual meeting shall be published to the membership by mail or by electronic means at least thirty (30) days prior to the annual meeting.

Section 3 – Quorum.  Active members (no less than eleven (11)), attending the annual meeting shall constitute a quorum.

ARTICLE III

CHAPTERS

The members may form chapters of the Society or may be unaffiliated with a chapter.  Initially, there shall be two (2) chapters, one in Phoenix and one in Tucson.  No less than five (5) active members may petition the Board of Directors for approval for formation of additional chapters. Approval by ¾ of those voting on Board of Directors is required to establish a new chapter.  In the event the proposed chapter organizers were affiliated with an established chapter, no pro-ration of any dues will be paid to the new chapter Dues sharing will begin for the new chapter with next fiscal cycle. No member may be affiliated with more than one chapter.  Each chapter shall be self-governing, having at least three (3) members on its board of directors and, subject to Board approval, shall adopt Bylaws not inconsistent herewith, which shall provide for chapter directors, officers, committees and a meeting date for its selection of the Society’s Board of Directors.

ARTICLE IV

BOARD OF DIRECTORS

Section 1 – Selection of the Board of Directors.

a.    All Chapter Presidents and the immediate past State Board   President shall be automatic members of the Board with full voting privileges. (Revised 2/15/2021)

b.  The general active membership shall elect up to ten (10) directors at large for a two-year term.  (Revised 2/15/2021)

Section 2 Qualifications and Election of Board of Directors

a.      Each candidate shall be an active member of AAATP for at least two (2) consecutive years.  (Revised 2/15/2021)

b.       No candidate serving as an elected board member of any other state tax and or accounting professional association is eligible to run for election or remain active on the Board unless approved by a two-thirds vote of the State Board. (Revised 2/15/2021)

c.     A candidate shall submit an application of such member’s intention to run as prescribed by the Board of Directors. (Revised 2/15/2021)

d.     The Membership Committee shall certify all candidates as prescribed by the Board of Directors.  (Revised 2/15/2021)

e.     Directors will be elected up to five (5) in even numbered years and up to five (5) in odd numbered years.  (Revised 2/15/2021)

In order to create staggered terms, for the 2021 election only, up to five (5) directors will be elected to one-year terms and up to five (5) directors will be elected to two-year terms.  (Revised 2/15/2021)

Section 3 – Annual Meeting of Directors.  The newly elected Board of Directors shall meet a day prior to or immediately preceding the annual meeting of the members, at which time the Board shall elect from among themselves a President, Vice-President,

Secretary/Treasurer. (Revised 2/15/2021)

Section 3 – Duties of the Board.

a.             To meet at least four times per year or as deemed necessary by the President to transact the business affairs of the Society.  Meetings of the Board may be called by the President or a Majority of the Board.

b.             To develop the agenda of the annual business meeting.

c.             To define the duties of and supervise the Executive Administrator, when applicable. (Revised 11/18/20)

d.             To designate the bank in which all funds of the Society are to be kept.  The disposition of the funds of the Society is subject to approval of the Board.

e.             To authorize any officer or agent of the Society to enter into any contract and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances, provided, however, that such contract or delivery is authorized by the Bylaws or Articles.  To authorize payment of indebtedness or the Society or its accounts.  In regard to the payment of indebtedness, all checks, drafts, promissory notes, orders for payment or money and other evidence of indebtedness of this Society shall be signed by any of the following:  President, Vice President, Secretary/Treasurer, or Executive Administrator. All payments must be approved by the President or Treasurer. The approving officer may not be the payment signatory.  (Revised 11/18/20)

 

f.              To establish a committee for an annual investigation of the financial records of the Society, to be completed one week before the annual business meeting.

g.             To make interim appointments, or fill vacancies in the offices of the Society.

h.            To appoint a special committee to conduct hearings to terminate or suspend memberships. 

i.              To approve President’s appointments of committee chairships.

Section 4 – Quorum.  The definition of a Quorum for any regular, special, or emergency meeting of the State Board shall be one more than 50% of the elected, designated and automatic voting members of the Board of Directors.  

ARTICLE V

OFFICERS

Section 1 – Officer’s Designations.  The officers of this organization shall be:  (1) President; (2) Vice-President; (3) Secretary/Treasurer.  No officer shall be compensated for any services rendered.

Section 2 – Election and Term.  All officers shall be elected by the Board of Directors at its first meeting for a term of one (1) year.  With the exception of the Secretary/Treasurer who will serve a two (2) year term, the President and Vice-President shall not extend beyond two (2) consecutive years.

Section 3 – Duties of the President.  The President shall preside at all meetings, shall be Chairman of the Board of Directors, and shall perform such other duties as ordinarily pertain to the office.

Section 4 – Duties of the Vice-President.  The Vice-President shall discharge the duties of the President upon his absence.

Section 5 – Duties of the Secretary/Treasurer

a.             The Secretary/Treasurer shall keep a record of the minutes of the proceedings of meetings of the Board of Directors and meetings of the members. 

b.             The Secretary/Treasurer shall keep accounts of all moneys of the Society received or disbursed, and shall deposit all moneys and valuables in the name of the Society in such banks and depositories as the Board of Directors shall designate.

c.             Secretary/Treasurer of record on May 31 shall provide the Board with a financial report at the annual meeting following the year of his term. 

ARTICLE VI

COMMITTEES

Section 1 – Standing Committees.  The President shall appoint, subject to Board approval, the Chairman of each of the standing Committees, who shall serve for a period of one (1) year coinciding with the terms of the officers of the Society.  The standing committee shall consist of the following:

a.             Membership Committee;

b.             Professional Development Committee; 

c.             Legislative Committee; 

d.             Finance Committee;

e.             Strategic Planning Committee; 

In addition, the Board may establish such additional committees as it deems appropriate.  Each standing committee shall consist of no less than two (2) active members appointed by the Chair of each committee.  All committees shall maintain a majority of active members.  Each committee shall be required to report periodically to the Board. 

aa.          Membership Committee.  The Membership Committee shall be responsible for coordinating with the chapters and establishing programs to secure additional membership for the Society. 

bb.          Professional Development Committee. The Committee shall be responsible for education programs and monitoring of continuing education compliance.  The Committee shall submit, to the Board, recommendations for the establishment of continuing education requirements for members.  The committee shall be responsible for providing continuing education programs for the membership and aid the chapters in local education as requested.  

 

cc.           Legislative Committee.  The Committee shall review legislation and programs and regulations pertaining to the practices of the membership, and make recommendations of action to the Board. 

dd.          Finance Committee.  The Secretary/Treasurer shall serve as Chairman of the Finance Committee.  This Committee shall aid the President or Executive Administrator, when applicable, in the preparation and presentation to the Board of an annual budget proposal and in supervision of banking and investment plans approved by the Board.

ee.          Strategic Planning Committee.  The Committee shall formulate both short-term and long-term goals for the society and make recommendations to the Board. (Revised 06/2013)

Section 2 – Special Committees.  The Board may create special committees to deal with special requirements of the Society from time to time.    Each special committee chair shall be appointed by the President subject to Board approval. 

ARTICLE VII

EXECUTION OF INSTRUMENTS

Section 1 – Authorized Signatures.  All checks, drafts, and orders for payment of money shall be signed in the name of the Society and shall be countersigned by such officers or agents stipulated in Section 3, Paragraph e, Article IV of the Bylaws.

Section 2 – Execution of Instruments.  When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the President, or Vice-President, and the Secretary/Treasurer may execute the same in the name and on behalf of this Society and may affix their Society seal thereto.  The Board of Directors shall have power to designate the officers and agents who shall have authority to execute any instrument on behalf of the Society.

ARTICLE VIII

DUES

Section 1 – Annual Dues.  Annual Dues of the Society shall be established by the Board from time to time.

Section 2 – Date of Payment of Dues.  Dues shall be due and payable on the first day of June each year and shall be delinquent if not paid by the first day of July each year.

Section 3 – Dues of New Members and Change of Membership Status.  New members and Associate members admitted to Active Membership shall be billed within thirty (30) days notice of admission for dues for the full year.  The second year’s dues shall be pro-rated for the period from the date of admission to the following May 31st.  Dues shall be delinquent thirty (30) days from date of billing.

Section 4 – Change of Dues.  The dues can be changed by a simple majority vote of the Board.  Charter members dues shall never exceed $48.00 per year, providing the charter member has remained in good standing continuously.

Section 5 – Portion Remitted to Chapter.  A portion of the dues as determined by the Board, shall be remitted to the Chapter. (Revised 06/2013)

Section 6 – Special Assessments.  By a two-thirds (2/3) vote of the Board, special assessments may be levied against the members for special purposes.

Section 7 – Fiscal Calendar.  If it can be done with the approval of the Internal Revenue Service, the Society shall operate on a fiscal year commencing June 1st, and ending May 31st.

ARTICLE IX

AMENDMENTS

Section 1 – Proposed Amendments.  Amendments to these Bylaws may be proposed by:

a.             A two-thirds (2/3) vote of the Board of Directors or

b.             The Membership over the signatures of not less than twenty-five (25%) percent of the total active membership.

Section 2 – Presentation of Amendments.

a.       The proposed amendment shall be presented to the membership   through any means determined by the Board of Directors at least 30 days in advance of voting or voting deadline. (Revised 06/2013)

b.       At the discretion of the State Board, Bylaw amendment proposals may be voted on at any regular or special Society statewide general membership meeting, by mail, by electronic procedure or as determined by the board, providing Section 2 (a), Article IX requirements have been met. (Revised 06/2013)

Section 3 – Passage of an Amendment.  A majority of those voting shall be required for passage of an amendment.

Section 4 – Effective Date of Amendment.  The proposed amendment shall become effective upon passage unless otherwise provided.

(Revised February 2021)