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Bylaws

ARTICLE I - Name

The corporate name of this Society shall be Arkansas Society of Certified Public Accountants, hereinafter designated society.

ARTICLE II - Object

To establish and require of practitioners in the profession such professional standards of integrity, ability and conduct as will command for it the confidence of the public by admitting to this membership only those persons eligible for membership under Article III who have established character and recognized ability.
To preserve the good name and integrity of the profession by requiring from its membership at all times full observance of the highest standards of their professional conduct, as promulgated by the American Institute of Certified Public Accountants and this Society.
To promote professional and social interaction among its members.
To assist in carrying out the provisions of the law providing for the certification of proper persons as Certified Public Accountants; to protect the interest of its members and to promote their welfare; to encourage the proper training of persons who desire to become Certified Public Accountants; to secure the proper recognition of the practice of accountancy as a profession and its utility and necessity in the economic development of the country; and to endorse and support mandatory continuing professional education.

ARTICLE III - Membership and Election of Members

Members of the Society shall be:
1. Members of the Society at July 19, 1997, and
2. Persons who shall qualify for election as provided in Sections 2 through 8 of this Article III.
Any person who holds a Certified Public Accountant's certificate from any state and who is known to maintain high professional standards of integrity, ability and conduct may make application in writing to become a member.
Any person who has passed the certified public accountant examination, but has not met the one-year experience requirement, any person who has graduated and is sitting for the certified public accountant examination, or any person who is a professional staff employee engaged in an accounting capacity and is supervised by a member of the Society on a substantially full-time basis, may make application in writing to become an associate member.
Any person, who is majoring in accounting at a recognized college or university and has attained at least junior class standing, may make application in writing to become a student member, and will remain eligible as a student member until graduation.
Application for membership must be made to the Society in writing on a form provided by the Board.
An initiation fee, set by the Board, shall accompany each application for election. The Board shall have the authority to require of the applicant any additional information, recommendations, etc., as they may see fit to require in order that they may intelligently pass upon the application. After receiving the application and initiation fee, the President and the Secretary of the Society shall determine whether the application is in order and, when appropriate, whether the applicant is in good standing with the Arkansas State Board of Public Accountancy; and, if so, the applicant's name will be submitted by publication to the membership. An objection to an applicant may be submitted to the Board, in writing specifically detailing the objection, within thirty (30) days of the date of publication. If no objections are filed, the applicant shall become a member after the thirty-day period. If any objections are filed, the applications shall be voted upon at the next Board meeting where a majority vote of the directors present shall control.
If an applicant fails to be elected a member, the initiation fee shall be returned and no further application from such person shall be considered by the Board until at least one (1) year from the date of rejection.
As part of the application each applicant shall agree to abide by the constitution and bylaws and the Code of Professional Ethics of the Society and the Code of Professional Conduct and bylaws adopted by the American Institute of Certified Public Accountants.
Life members of the Society may be approved by the unanimous vote of the members of the Board of Directors present at any regular meeting. Life members, who shall not be required to pay annual dues or assessments levied by the Society, must be nominated by a Society chapter, be fully retired from any accounting function, and have served the Society as an officer and/or director.
In order to become a retired member of the Society, a person must have been a regular member in good standing for at least three years preceding the retirement application, be permanently retired from the member's primary profession, and be sixty (60) years of age or older, or be under sixty (60) years of age, but totally disabled and eligible to receive social security benefits because of the disability.

ARTICLE IV - Termination and Resignation of Membership

The Board, at its discretion, shall have the right to suspend or terminate without a hearing the membership of a member:
1. who fails to pay any dues, assessments or other indebtedness to the Society within two (2) months after the Society has given written demand for payment to the member;
2. whose certificate or live permit to practice as a Certified Public Accountant has been revoked or suspended by the Arkansas State Board of Public Accountancy;
3. who fails to abide by the objects of this, the Society's constitution and bylaws; or
4. who is convicted of any felony or misdemeanor and all appeal rights have been exhausted or allowed to expire.
A member, whose membership has been suspended and whose suspension has not been removed by the Board, shall be automatically terminated if the suspension has not been removed within two (2) years unless the Board, by a three-quarter (¾) vote of those present, extends the suspension period prior to the end of the two (2)-year period. The Secretary shall notify the suspended member in writing one hundred twenty (120) days prior to the end of the two (2)-year period of the impending termination.
The Board, at its discretion, shall have the right to accept the resignation of a member regardless of the basis for the resignation.
Any former member who shall request reinstatement of membership shall complete the application procedure set forth in Article III, Section 6. In the event the applicant for reinstatement is one who was terminated pursuant to preceding Section 1(a) of this Article IV, then all arrearages in dues, assessments or other indebtedness to the Society and any dues or assessments that would have been payable between the date of termination of membership and the date of reinstatement had membership not been terminated must be paid in full; provided, however, the Board shall have the right to waive all or a portion of the aforestated reinstatement amount.

ARTICLE V - Meetings

The fiscal year of the Society will begin April 1 in each year and the annual meeting of the Society shall be held each year on such date as may be set by the Board.
Special meetings may be called at any time by the President, a majority of the Board, or the Secretary upon written request of twenty (20) members. At such a special meeting no business shall be transacted except such as shall be specified in the call thereof.
At any meeting of the Society, the presence of fifty (50) members, either present in person or by proxy, shall constitute a quorum. If no quorum be present within one (1) hour after the time appointed for a meeting, such meeting shall be considered adjourned.
Written notice of all meetings shall be sent by the Secretary to each member prior to the date of the meeting. In case of a special meeting the notice shall state the purpose of the meeting.
The order of business at any regular meeting shall include, but not be limited to, call to order, roll call, reading of minutes of last meeting, reports from officers and directors, committee reports, and old and new business.

ARTICLE VI - Directors

The governing body of the Society shall be the Board of Directors, each of whom shall be a member of the Society in good standing and a resident of the State of Arkansas or a state bordering the State of Arkansas. The President of the Society shall be the Chairman of the Board and he or she shall preside at all Board meetings. In addition to the powers conferred upon the Board herein, it shall have such other powers as are ordinarily given such boards by custom or law.
The Board shall be composed of fourteen (14) members, the president, the president-elect, the vice-president, the secretary, the treasurer, and nine (9) elected directors. Eight (8) members of the Board named above shall constitute a quorum. The past president, the presidents of the local chapters referred to in Article XIII, the AICPA Council Representative and the AICPA Key Person Representative shall all be nonvoting ex officio members of the Board.
Three (3) of the nine (9) elected directors shall be elected by ballot at each annual meeting of the Society for a term of three (3) years; provided, however, at the first election following the adoption of these bylaws, one (1) director shall be elected for a one (1) year term, one (1) director for a two (2) year term, and three (3) directors for a three (3) year term. Except in the case of a director chosen to complete an unexpired or less than three (3) year term, none of the nine (9) elected directors may be reelected as a member of the Board until a period of two (2) years has elapsed since he/she was last a member of the Board.
In case of resignation, disqualification or death of any officer or director, the Board shall have the power to elect a member to serve out the unexpired term of such officer or director.
Any director may be removed from the Board by a two-thirds (2/3) vote of the regular members of the Society attending a meeting specially called for the purpose of considering the removal of the director.
If any of the nine (9) elected directors becomes an officer of the Society, he/she shall then become a member of the Board as an officer and the vacancy thus created shall be filled as provided for in preceding Section 4 of this Article VI.
Any absence on the part of any member of the Board from three (3) consecutive regularly scheduled meetings shall be deemed a tender of his or her resignation of office unless a satisfactory explanation shall be given to the members of the Board.
Minutes shall be kept for all of the Board's proceedings and a report thereof shall be submitted by the secretary of the Society at each regular meeting of the Board.
A majority vote of the Board present at any meeting of the Board attended by a quorum shall be necessary on any question brought before it unless otherwise provided in these bylaws.
The President or any two (2) Board members may call a meeting of the Board at any time. It shall be the duty of the Secretary to notify the Board members at least five (5) days before the proposed meeting. However, all members of the Board may waive notice at any time.
The Board shall hold meetings as often as necessary to enable it to govern the Society, but in no case shall the Board meet less than four (4) times during any fiscal year.
The Board, at its first meeting during the fiscal year, shall appoint two (2) members of the Society who are not members of the Board to serve as auditors of the Society for the purpose of making an annual audit of the records and submitting a report thereon.

ARTICLE VII - Officers

The officers of this Society shall be its president, president-elect, vice-president, secretary and treasurer. The president-elect shall become president of the Society at the beginning of the fiscal year following his/her year as president-elect. The vice-president shall become president-elect of the Society at the beginning of the fiscal year following his/her year as vice-president.
The officers shall be elected at the annual meeting of the Society in the manner provided for elsewhere in these bylaws. Except for the secretary and treasurer who shall serve for two (2) years, the officers shall hold their respective offices for one year and/or until their successors have been duly elected and qualified. The officers' tenure of office shall begin on April 1 of each year.
Any officer may be removed for cause by a two-thirds (2/3) vote by the membership present at a special meeting called to consider the charges against him/her due notice of such charge and meeting having been sent by registered mail not less than two weeks before the date set for such meeting. The member may have the benefit of legal counsel at such meeting.
The president shall preside at meetings of the Society's membership and Board. In the absence of the president the presiding officer shall be the president-elect if present or if not, the vice-president. In the event neither the president-elect nor the vice-president is able to preside, the Board will then designate one of their members to be presiding officer pro tempore.
The duties of the president-elect shall be to prepare for his or her year of service as president and to preside at general membership and Board meetings when the president is unable to attend.
The duties of the vice-president shall be to prepare for his or her years of service as president-elect and president and to preside at general membership and Board meetings when neither the president nor the president-elect are in attendance.
The secretary shall give notice of all meetings of the Society and of the Board and shall keep a record of the proceedings of all such meetings and of all other matters of which a record shall be ordered by the Society. The secretary shall notify persons elected to membership of their election and shall conduct all correspondence relating to the Society, shall perform all duties pertaining to the office of the secretary and shall keep a register of the names and addresses of the members of the Society.
The treasurer shall receive all money payable to the Society, shall have charge of all the funds and securities of the Society, shall keep regular accounts thereof as directed by the Board, and shall submit financial reports at all meetings of the Society's membership and Board. The treasurer shall pay only such funds as are authorized by the Board by checks signed by the treasurer and shall deposit all funds as directed by the Board. The treasurer may delegate such responsibilities as deemed advisable to the Society's Executive Director. The accounts of the treasurer shall be audited by the Society's audit committee and a report on the audit shall be made at the membership meeting of the Society following the close of each fiscal year.
The president shall appoint such committees, committee members and committee chairs as the president deems necessary; provided, however, all appointments shall be subject to Board approval.

ARTICLE VIII - Nomination and Election of Officers and Directors

There shall be a nominating committee appointed annually by the president, which shall be composed of five (5) members, three (3) of whom shall be former presidents of the Society. No incumbent officer or director shall be eligible for membership on this committee, nor shall members of the committee propose any of its own members for any position as an officer or director. It shall be the duty of this committee to nominate one active member of the Society for each position to be voted on at the next annual meeting.
The nominating committee shall render its report to the secretary of the Society not later than forty-five (45) days before the annual meeting. A copy of the nominating committee's report shall be sent by the secretary to each member of the Society at least thirty (30) days prior to the annual meeting. Additional nominations for officers and directors may be made from the floor at the annual meeting.
The president shall appoint three (3) members, other than officers, directors or candidates for officers or directors, to serve as judges at the annual meeting for the election of officers and directors.

ARTICLE IX - Voting

Except as provided in Section 2 of this Article IX, every member shall be entitled to vote at meetings of the Society. Members unable to attend meetings may vote by proxy. Proxies must be signed by the members so voting and must be in the hands of the secretary prior to the opening of any meeting at which the voting takes place. The authenticity of each proxy shall be determined by a committee of three (3) appointed by the president.
Associate members and student members shall not hold office and shall not be entitled to vote at meetings of the Society, but may be granted the privileges of the floor at those meetings.
No member shall be entitled to vote in person or by proxy unless all dues, assessments or other indebtedness to the Society are current on the date of the meeting

ARTICLE X - Dues

The amount of annual dues of the Society shall be set by the Board and shall be payable on the first day of April.
In meritorious cases the Board may grant an extension of time for payment or may cancel any dues, assessments or other indebtedness of any member and may order the exemption of any member from any dues, assessments or indebtedness, which may become due in the future.

ARTICLE XI - Amendments

Amendments to the constitution and bylaws of the Society, which must have been previously considered by the Board and given either a do pass or do not pass recommendation, may be approved at an annual or special meeting of the Society by a three-fourths (¾ ) majority of the members voting in person or by proxy.
A copy of every proposal to amend the Constitution and bylaws shall be set out in the call for the meeting at which the proposed amendment will be voted upon and shall be sent to each member at least thirty (30) days before the date set for the meeting.

ARTICLE XII - Complaints Against Members

Any complaint referred against a member of the Society shall be submitted to the Society's Ethics Committee provided it is made in writing and signed by the person or persons presenting the complaint, and the complaint, which shall be examined promptly, shall be kept confidential by the Ethics Committee. The Ethics Committee shall determine whether to dismiss the complaint, sanction the offending member, or refer the complaint to the American Institute of Certified Public Accountants ("AICPA"). In the event the matter is referred to the AICPA and it recommends the Society take a specific action with respect to the member, then the Ethics Committee shall oversee implementation of the recommendation of the AICPA.
Whenever a member of the Society, whether or not a member of the AICPA, shall be charged with violating the Society's Code of Professional Ethics, the said charge shall be initiated in accordance with the terms of any then existing agreement between the Society and the AICPA relating to ethics enforcement. The Society shall pursue the charge by acting jointly and in cooperation with the AICPA under the agreement in effect between the Society and the AICPA at the time of such action. If the matter is not resolved without a hearing, then any hearing relating to the alleged violation shall be conducted under the terms of the aforesaid agreement, operative rules of the Joint Trial Board Division of the AICPA and the operative joint ethics enforcement procedures in effect by virtue of the agreement between the Society and the AICPA.
Notice of termination or suspension from membership as a result of a disciplinary action taken in every matter pursued under this Article XII shall be published in a membership publication of the Society in a form approved by the chair of the hearing panel which took the last action in the matter. In every case the notice shall disclose the name of the member involved if the hearing panel or the Ethics Committee so decides by a majority of the members present and voting at the meeting or hearing at which the action is taken.

ARTICLE XIII - Local Chapters

The state of Arkansas shall be divided into chapter districts, which may be subdivided at any time upon application for formation of a new chapter to the Society which is approved by the Society's Board. No more than one (1) chapter district may be organized within one (1) county, and each chapter must have at least ten (10) members at the time of the formation of a chapter.
A member of the Society in good standing may become a member of the chapter in the district where he/she resides or maintains his/her principal office. If a member of the Society wishes to join a chapter other than the one where he/she resides or has his/her principal office, then chapter approval shall be required in accordance with its bylaws. Each chapter shall have the right to assess dues approved by its Board of Directors. No Society member may become currently a member of more than one chapter.
A chapter shall have no power to obligate the Society in any manner.
The bylaws of the local chapter will not be in conflict with those of the Society, and at all times shall be subject to approval by the Board of the Society.
At its first meeting and annually thereafter, each chapter shall elect from among its members a president, a secretary and such other officers and directors as may be deemed necessary. The chapter secretary shall keep records of proceedings subject to inspection by the chapter president and the Board of the Society.
Local chapters may be separately incorporated provided that proposed articles of incorporation of such chapters and any proposed amendments thereto receive the approval of the Board of the Society.

ARTICLE XIV - Professional Conduct

The rules of professional conduct of the Society shall consist of the Code of Professional Conduct of the American Institute of Certified Public Accountants (AICPA) as now constituted and as may be hereafter amended.

ASCPA CODE OF PROFESSIONAL ETHICS

The reliance of the public and the business community on sound financial reporting and advice on business affairs imposes on the accounting profession an obligation to maintain high standards of technical competence, morality and integrity. To this end, a member of the Arkansas Society of Certified Public accountants shall at all times maintain independence of thought and action, hold the affairs of clients in strict confidence, strive continuously to improve professional skills, observe generally accepted auditing standards, promote sound and informative financial reporting, uphold the dignity and honor of the accounting profession and maintain high standards of personal conduct.

In further recognition of the public interest and obligation to the profession, a member agrees to comply with the rules of ethical conduct contained in the current version of the AICPA publication entitled, “Professional Standards, Volume II – Ethics, Bylaws, Quality Control,” the acceptance of which should not be construed as a denial of the existence of other standards of conduct not specifically mentioned.