ASPA BY-LAWS

BY-LAWS

ARTICLE I. FISCAL YEAR
The fiscal year of the Society shall end on the thirty first (31) day of August each year.

ARTICLE II. MEMBERSHIP MEETINGS
An annual called meeting of the members and associate members, hereinafter referred to as the Annual Convention, shall be held each year at such time, place and date as may be determined by the Board of Governors and it shall be the duty of the Executive Secretary to mail a notice to all members at least thirty (30) days prior to that meeting.

Sectional meetings of the members may be held at any time and place determined by the Board of Governors.

ARTICLE Ill. MEETINGS OF THE BOARD OF GOVERNORS
The Board of Governors shall meet at least four (4) times each year at any place selected by the President as prescribed in Article IX, Section 3 of the Constitution.

ARTICLE IV. MEMBERSHIP AND DUES
The Board of Governors shall prescribe rules and regulations pertaining to the membership the handling of applications the issuance of certificates, receipts for dues, and all other matters necessary to the proper administration of the membership, in accordance with the provisions of Article VIII of the Constitution.

All applications for membership shall be mailed directly to the Executive Secretary for recording. It shall be the duty of the Executive Secretary to make such investigations deemed necessary, pursuant to the instructions from the Membership and Credentials Committees, regarding such matters and then forward all applications together with the data and information pertaining therein to the Membership and Credentials Committee.

All applicants from whatever source who meet one (1) of the requirements under Subsections (a), (b), (c), or (d), of Article VIII, Section 1 of the Constitution must be reviewed by the Board of Governors and may be admitted as members by a majority vote of the Board.

All complaints resulting from rejection of membership or suspension of membership shall be filed in writing with the Board of Governors. The action of the Board will be final.

The membership dues are payable on August31 annually. Members have until December 1 to pay their dues, at which time they will be notified by the Executive Secretary that they are dropped from the membership. They will then have two (2) years to be reinstated by paying all back dues. At the end of the two (2) year period, they must submit a new application to be voted on by the Board.

Any member who has been licensed to practice public accountancy in any state and is deprived of such right by conviction of a crime or misdemeanor shall be automatically dropped from the membership of the ARKANSAS SOCIETY OF ACCOUNTANTS. Such member, shall, however, be permitted to file a protest with the Board of Governors, whose actions shall be final.

Any members not in default of dues, and against whom no complaint or charge is pending, may at any time file his or her resignation in writing with the Executive Secretary of the Society, and it shall be effective as of the date it was filed, upon acceptance by the Board.

The Executive Secretary shall forward to the Committee on Ethics and Grievance, any and all charges which may be filed against a member for violation of rules of professional conduct. The Ethics and Grievance Committee shall notify such members of the charges and grant a hearing, lithe charges are substantiated to the satisfaction of a majority of the Committee, it may vote to dispel the member, who may, however, appeal to the Board of Governors. The action of the Board shall be final.

It shall be the duty of the Board of Governors to set the annual dues of members and to make all necessary assessments to maintain the Society and administer the provisions of the Constitution and By-laws.

ARTICLE V. DUTIES OF OFFICERS
PRESIDENT: The President shall be the chief executive officer of the Society shall preside at all meetings of the Board of Governors, and at all sectional meetings of the membership as may be set by the Board shall be an exofficio member of all committees shall sign or have his or her signature printed on all Certificates of Membership may appoint any committee he or she may deem advisable to promote the welfare of the Society and may suspend and temporarily remove any officer of the Society because of inefficiency, bad conduct, or disloyalty, subject to approval of the Board at their next regular meeting shall do any and all things that, with the approval of the Board, he or she may deem necessary to carry out the provisions of the Constitution, to protect the rights and interests of the Society, and to promote the common welfare of the members.

PRESIDENT ELECT: It shall be the duty of the President Elect to perform the duty of the President at the President’s direction. In the case of resignation, death, or disability of the President, the President Elect, as elected by the Board of Governor shall perform the duties of the President’s office as Acting President. The President Elect shall serve as Chairman of the Tax Institute Committee and the Annual Convention Committee. At the second required Board Meeting, during the Annual Tax Institute, the President Elect shall present for Board approval, information on plans for the Convention for the following year. These plans would include suggested dates, location, speakers, and fees.

FIRST VICE PRESIDENT: The First Vice President shall be prepared to perform the duties of the President Elect or President whenever he or she is required to do so. The First Vice President shall serve on the Convention and Tax Institute Committees. At the second required Board meeting, during the Annual Tax Institute the First Vice President shall present, for Board approval, information on plans for the Annual Tax Institute for the following year, at which time he or she will be serving as President Elect. These plans would include suggested dates, locations, speakers and fees.

SECOND VICE PRESIDENT: The Second Vice President shall serve as a member of the Education and/or Seminar Committees. At the second required Board meeting, during the Annual Tax Institute, the Second Vice President shall present, for Board approval, information on plans for the Accounting Institute and other educational programs for the following year. These plans would include suggested dates, locations, speakers, and fees.

DISTRICT GOVERNORS: The District Governors shall serve as the representative for the members in their district. Governors shall maintain close contact with district members to keep them informed and to get their feelings on proposed Constitution an By-law changes, Society educational programs, legislative action affecting the Society and accounting profession in general. As the representative of his or her district, Governors shall vote on matters in a method consistent with the desires of the majority. The Governors shall assist with planned educational programs in his or her district, and may develop other programs, chapters, and meetings which ‘nay benefit members in their districts.

ALL OFFICERS shall be reimbursed for all just and reasonable expenses he or she incurs in performance of his or her duties as set forth in Article VI Expenses.

EXECUTIVE SECRETARY: The Executive Secretary shall be in charge of all organizational work at the general office of the ARKANSAS SOCIETY OF ACCOUNTANTS.

The Executive Secretary shall maintain a complete record of the membership fees, dues, assessments and all other monies coming into the Society receive and pay all bills subject to the approval of the Board, signing all checks (only one signature being required) shall be bonded in the amount determined by the Board shall reimburse Governors, Officers, and Committee members for all incidental expenses and mileage incurred in connection with the duties of their office as authorized in the By-laws Article VI Expenses.

All notices of meetings of the Board of Governors shall be sent by the Executive ‘Secretary. He or she shall record or supervise the recordings of the procedures of all meetings, and send out copies of proceedings to all Board members. Notice of the time, place, and date of the Annual Convention shall be mailed to all members at least thirty (30) days prior to the date of that meeting.

The Executive Secretary shall handle all applications for membership and supervise solicitation of members. Upon payment of dues, the Executive Secretary shall mail out membership cards and membership certificates, both of which have been signed by the President and the Executive Secretary. He or she shall handle resignations and suspensions of members according to the rules set forth in Bylaws Article IV, Membership and Dues, and shall forward to the committee on Ethics and Grievance all charges filed against any member according to the rules set forth in the same article.

The Executive Secretary shall supervise the publication of the monthly newsletter, “The Arkansas Public Accountant,” and all other reports and bulletins.

Should the President’s office be vacated through death or incapacitation, the Executive Secretary shall call a meeting of the Board within thirty (30) days.

The Executive Secretary shall follow all and any other duties set up by the Board of Governors, shall report to the Board, shall receive all authority from the Board, and carry out alt policies set up by the Board.

ARTICLE VI. EXPENSES
Carrying out the duties in the official capacity of Officer, Governor, or Committee Member for the ARKANSAS SOCIETY OF ACCOUNTANTS entitles same to certain reimbursement of expenses as follows:

Mileage Allowance
Mileage to and from required functions such as Board Meetings Committee Function, speaking engagements at district meetings and other, shall be reimbursed at the rate allowed by the Internal Revenue Service. When a Board Meeting, Committee Meeting or other meeting is held in conjunction with a State event, such as but not limited to, the Accounting Institute, Annual Convention, or Tax Institute, reimbursement shall not be made for that mileage. If for some legitimate reason, attendance at the State event is not possible and a special trip is made for the Board Meeting, reimbursement for that mileage may be given by Board approval.

Meals
Meals shall be reimbursed if the function carries through normal meal times. Amounts must be reasonable and not exceed cost.

Lodging
When required by distance or other circumstances to spend the night while carrying out society duties, reimbursement shall be made for reasonable room cost As explained under Mileage Allowance, reimbursement shall not be made for meals and lodging for meeting in conjunction with State functions unless special approval is obtained from the Board.

Miscellaneous
Expenses that include, but are not limited to, supplies and telephone necessary in carrying out the duties for the Society may be recovered at cost.

Expense Vouchers
Society expense vouchers, available from the Executive Secretary’s office, must be completed and mailed along with paid receipts to the Executive Secretary for reimbursement. The Executive Secretary, in some cases, may need approval from the Board otherwise, reimbursement should be received within fifteen (15) days.

ARTICLE VII. DUTIES OF STANDING COMMITTEES
As stated in Article X of the Constitution, the President, with the advice of the Board of Governors, shall appoint a chairman and no less than two (2) members to all standing committees. Duties of the Standing Committees are as follows:

Legislative
This committee has primary responsibility for monitoring all legislation which affects the accounting profession. Committee shall maintain a close working relationship with legislators and make the Executive Council Committee aware of possible legislation which might be harmful to the public accounting profession and offer suggestions for action.

The chairman of this committee shall prepare a written report of the committee’s activities for the year to submit to the Executive Secretary for Society records, and shall verbally report at the Annual Convention.

Constitution and By-laws
This committee reviews all proposed amendments to the Constitution and By-laws prior to their submission to the delegates at the Annual Convention and, after meeting in open hearings at the Convention, shall present a report and recommend commendations at the Convention business session.

Proposed amendments to the Constitution and By-laws must be submitted in writing to the Chairman of the Committee. Proposed amendments shall be submitted by mail to the entire membership at least thirty (30) days prior to the Annual Convention by the Chairman.

Membership
The overall and vital function of this committee is to build membership in the society. To this end the committee shall study and recommend policy relating to membership acquisition and retention in the Society study and make recommendations on long range plans and activities to meet these goals and search for reasons for membership cancellation and submit reports on the findings.

The means of obtaining new members for the Society are at the discretion of this committee, as long as the methods employed conform to the policies and budget figures established by the Board of Governors.

Credentials
It shall be the duty of this committee to verify that members are in good standing with the Society before voting on any matters pertaining to the Society.

Ethics and Grievance
This committee shall be called upon from time to time to express an opinion on the ethical propriety of real or hypothetical situations. The committee will provide information and guidance to Society members in this regard. They will prescribe preventive action by alerting members to the dangers of violation of ethical standards, by clarifying the rules from time to time. The Committee shall promote continuance of high professional standards and thus promote enhancement of the Society image and that of all practitioners.

Any complaint or charge against a member of alleged violation of the Constitution and By-laws, rules of conduct of the Society, or for conduct discreditable to the profession must be filed in writing to the Executive Secretary, who then will forward the complaint or charge to this committee. After considering the charges, the Committee may dismiss or sustain the complaint and prescribe action to the Board of Governors.

All members of this committee shall have good knowledge of the Constitution and By-laws and the Code of Ethics, and shall work in direct accord with the State Board of Public Accountancy. If the Public Accountant representative is a member of the Society, he or she is automatically a member of this committee.

Auditing
This committee shall have access to the society books at any time during the fiscal year. They shall perform any interim audits deemed necessary by them or as the Board of Governors direct.

At the close of the year, the members of this committee shall perform a detailed audit of the Society’s books and submit such audited statement to the board meeting preceding the Annual Convention for approval. Upon approval by the Board, the audited statement shall be presented to the membership at the Annual Convention for their approval.

Budget
This committee’s responsibility is to prepare an estimate of future operations and a control over same. The budget shall be prepared with the help of the Executive Secretary and the Board of Governors.

The budget shall be prepared after the current year’s operating statement as of August 31 is complete, as current income and expenses will be valuable in estimating future operations. It shall include an estimate of income and expenses with subdividing for special projects on separate statements, with the end result shown in the master budget.

The budget shall include, but not be limited to the following supporting statements: (a) Tax Seminar, (b) Accounting Institute, (c) Convention, (d) District Seminars, and (e) General Fund.

The budget shall be prepared and presented for approval at the Board Meeting preceding the Annual Convention. Upon Board approval, the budget shall be presented to the membership at the Annual Convention for their approval.

ARTICLE VIII. EDUCATIONAL ACTIVITIES
In order to carry out the purposes of the Society, the President, with the advice of the Board of Governors, may create special educational committees, such as a Committee on Income Taxes, Committee on Municipal Accounting, Committee on Accounting System and Office Organization and others. These Committees shall ‘conduct educational surveys, issue literature, hold special meetings at the Annual Convention or at other times and places to be chosen by the respective Committees.

These special committees may solicit the membership of the Society to encourage members to join with the special group in which they are most interested. A small fee may be required for the committees.

ARTICLE IX. CODE OF ETHICS
It shall be the duty of the Board of Governors upon the recommendation of the Ethics and Grievance Committee to approve and publish a Code of Ethics and Rules of Professional Conduct, after submitting the proposed Code to the membership for suggestions an criticism.

ARTICLE X. REPORTS AND PUBLICATIONS
An annual report shall be made to the membership as early as possible following the Annual Convention. The Board of Governors may authorize the publication of a monthly bulletin to keep the membership informed on the activities of the Society. All such publications and reports shall be supervised by the Executive Secretary.

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