ARTICLE I - NAME

SECTION 1 

The name of this organization shall be the Accountants Society of Virginia, Incorporated.

ARTICLE II - PURPOSES

SECTION 1    

The Corporation shall be a non-stock Corporation and not organized for profit and no capital stock will be issued, but each active member shall be considered as a holder of one vote in the affairs of the Corporation at the time of the annual meeting of members.

SECTION 2

The purposes of the Corporation as stated in its certificate of incorporation are:  To improve the educational and cultural needs of its members and to foster social relations between persons engaged in similar professions; to elevate and maintain among its members a high standard of proficiency and integrity; to promote and to protect the interests of the accountants of Virginia; to cultivate a spirit of professional cooperation among its members; to organize local chapters of the Accountants Society of Virginia throughout the state; and to establish good will and understanding between the general public and the membership of the Accountants Society of Virginia.

The Corporation also has such powers as are now or may hereafter be granted by the Non-Profit Corporation Act of the State of Virginia .

ARTICLE III - MEMBERSHIP

SECTION 1

Application for membership must be made in writing on the form prescribed by the Board of Directors.  Applicants must apply at the highest level of membership for which they are eligible.  Applications must be referred to the Membership Chair to determine the eligibility of the applicant.  Any individual whose application has been rejected has the right to an appeal.

SECTION 2    Active Members: 

Persons in the practice of accountancy and/or taxation (owners or professional staff) who meet the requirements of any one of the following subsections shall be eligible for Active membership in the Accountants Society of Virginia with full rights of membership, including rights to vote and hold office.  Members agree to follow the Code of Ethics of the Accountants Society of Virginia and to fulfill the minimum required hours of 60 CPEs in a three-year period and 2 CPEs of Ethics per year.

(a)   Possess a valid permit/license as a Certified Public Accountant or such other title as may be granted under state law for the practice of accountancy for the public.

(b)   Be accredited in accountancy or taxation by the Accreditation Council for Accountancy and Taxation.

(c)    Be enrolled to practice before the Internal Revenue Service.

(d)   Possess either an associate degree or a baccalaureate degree with a minimum of 24 semester hours in accounting.

(e)   Who has had not less than two years of full time public accounting experience (as a principal accountant and has completed a course in advanced accounting and related subjects.)

(f)   Persons who have been active members of the Accountants Society of Virginia since July 1, 1991, shall be deemed to have met eligibility requirements enumerated in SECTION 2 of this ARTICLE.  Thereafter, all applicants for Active Membership in the Accountants Society of Virginia shall comply with the requirements of SECTION 2.

(g)  Applies to all persons applying for membership after 7/1/98.

SECTION 3     Associate Members:

Persons who are not eligible to be an Active Member who meet the requirements of any one of the following subsections shall be eligible for Associate Membership in the Accountants Society of Virginia with membership privileges except the right to vote and hold office.  Members agree to follow the Code of Ethics of the Accountants Society of Virginia.

(a)   Employees of accounting firms and tax practitioner firms who are not members of the professional staff.

(b)   Employees in government, financial institutions, private sector businesses and non-profit entities whose primary duties are in the fields of accountancy or taxation.

(c)   Educators who are employed as instructors in accounting at an accredited university, college or community college.

(d)   Retired members who have attained the age of 65 or over, and who are retired from public practice.

SECTION 4     Out of State Members: 

Members who do not reside in the Commonwealth of Virginia . Out of state members shall have the same rights as Associate members.

SECTION 5     Student Members: 

Student members shall have the same rights as Associate members. The applicant must be a current full-time student of an accounting education program and have less than one (1) year of accounting or tax work experience.

SECTION 6     Commercial Members: 

Any commercial firm who meets the requirements of exhibitor at seminars or at the annual convention is eligible to become a commercial member of the Accountants Society of Virginia, Inc., with no membership privileges.

SECTION 7     Certificate: 

A certificate denoting membership in the Accountants Society of Virginia shall be issued to each active member.  The form of such certificate shall be approved by the Board of Directors and shall at all times remain the property of the Accountants Society of Virginia, Incorporated.  Such certificates, when issued, shall be signed by the President and the Second Vice President.  Each member, in accepting such certificate, does so under the provision that should he (she) withdraw or forfeit his (her) membership for non-payment of dues, such certificate shall be returned to the Society for cancellation.  Associate members shall be entitled to a certificate.

SECTION 8     Membership Cards: 

Upon payment of annual dues, an annual official membership card shall be issued to each member in good standing.  Associate members will receive a card entitled “Associate Member.”  The Second Vice President will sign all official membership cards.

SECTION 9     Resignation: 

Any Active member or associate member may resign at any time.  Such resignation shall not become effective until it has been received in writing by the Board of Directors, and shall not constitute a waiver to relieve the resigning member from payment of current dues and/or other accrued charges, or entitle him to a rebate of same.

SECTION 10  Disciplinary Action: 

It shall be the responsibility of the Board of Directors of the Society to receive charges, investigate and act on recommendation for suspension, expulsion, or fine of any member or associate member whose conduct is deemed detrimental to the best interests of the Society.  The Board of Directors shall notify such member or associate member of the charges made against him (her) so as to afford such member or associate member the opportunity for a hearing before action of the Board of Directors. 

The Board of Directors shall inform the Society at any regular or special meeting of the general membership of its action.  Any member so charged and found in violation shall have the right to appeal to the Society as a whole at any regular or special meeting thereof.  Provided such appeal is filed within 30 days of the action of the Board of Directors, such board action shall be stayed until affirmed by the general membership.  Failure to file an appeal within 30 days will result in a binding decision.  If, and in the event, the Society in general or special meeting, after appeal, shall not affirm the Board action, the action of the Board of Directors shall become null and void.

Any person originating charges, dissatisfied with the action of the Board of Directors, shall have the right of appeal to the membership in general or special meeting.

Action by the Board of Directors concerning any member of the Society shall be binding on the chapter.  The Board of Directors shall advise the chapter of such action.

ARTICLE IV – MEMBERSHIP MEETINGS

SECTION 1

An annual meeting of the Society for the Election of Officers and the Board of Directors and the transaction of such other business as may come before the Society, shall be at a place and time specified by the Board of Directors.  The Secretary shall send notice to each member of such meeting at least 45 days and not more than 60 days prior to the official opening of the annual meeting.

SECTION 2

A nominating committee, appointed by the President, shall meet at least 60 days prior to the annual meeting in order that candidates for the positions of President, First Vice President, Second Vice President, Secretary, Treasurer and Members of the Board of Directors can be selected.

SECTION 3

The Board of Directors shall be authorized and empowered to call all special meetings of the Society, on its own authority or upon receipt of a petition of duly signed by not less than five active members in good standing, and which time and place of said meeting shall be designated by said Board, upon ten (10) days written notice to the membership.  It shall be mandatory for the Board of Directors to call a petitioned special meeting within fifteen (15) days from receipt of such petition.

SECTION 4

A minimum of twenty (20) members shall represent a quorum of the membership to transact business.  In the absence of a quorum of the membership, the Board of Directors is authorized to act on behalf of the membership.

ARTICLE V - OFFICERS AND DIRECTORS

SECTION 1     Officers: 

Officers/Executive Board of the Society shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer.  The officers shall be elected by majority vote of the Board of Directors and shall hold office for two (2) years, or until their representative successors are elected and take office.

SECTION 2     Board of Directors: 

The Board of Directors shall consist of a minimum of five (5) elected members and the immediate past president of the Society, plus all elected officers.  The Chairman of the Board shall be the President, his chairmanship running concurrently with the office of the President. 

(a)   The elected directors shall be elected by a majority vote of the voting membership present at the annual meeting of the Society.

(b)   The elected directors shall hold office for three years, or until their successors are elected and take office, except at the first election, three directors shall be re-elected for one (1) year, three directors for two (2) years and three directors for three (3) years. 

(c)   Any elected board member who is absent for two (2) or more meetings in the Society’s fiscal year may be removed from the Board of Directors by the majority vote of the remaining members of the Board.

(d)   The Board of Directors may provide bond for any officer of the Society or member who has been delegated financial responsibility for the Society.

SECTION 3     Resignation: 

Resignation by an Officer or Director is effective upon receipt by the Secretary of written notification.

SECTION 4     Frequency of meetings: 

The Board of Directors shall meet at least four times annually plus a meeting immediately following the Annual Meeting of the Society.  The President or Chairman of the Board of Directors is authorized and empowered to convene any and all meetings of the Board of Directors and further, the President or Chairman of the Board of Directors, upon request of any two Officers or Directors, must convene said Board.

SECTION 5     Quorum: 

One-third of the number of current directors in office shall constitute a quorum for the transaction of business by the Board of Directors.                    

SECTION 6     Notice of meetings:

A written notice of each meeting shall be delivered to each Board member not less than five (5) days before the date of the meeting. 

SECTION 7     Telephonic/electronic meetings:

Members of the Board may participate in a meeting through the use of conference telephone or similar communications equipment through which all members of the Board may hear one another and participate in the meeting.

SECTION 8     Action without a meeting:

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the majority of the voting members of the Board consent to taking the action without a meeting and to the specific action to be taken.  Such consent shall have the same force and effect as a majority vote of the Board.

SECTION 9     Vacancies:

A vacancy occurring on the Board of Directors arising for any cause shall be filled for the unexpired term by the affirmative vote of a majority of the directors present at a Board meeting, except that a vacancy in the office of President shall be filled by the First Vice President.

SECTION 10  Compensation:

Officers and Directors shall not receive any compensation for their services as Officers and Directors, but may be reimbursed for expenses in the course of their duties upon presentation of appropriate documentation.

SECTION 11 Duties of Officers:

(a)   Duties of the President:

(i)     The President shall preside over all of the Society’s meetings.

(ii)   The President shall have the power to appoint such standing and special committees as may be necessary for the orderly transaction of business of the Society.  The Standing Committees may be:  Education, Membership, State Affairs, Long Range Planning, Nomination, Grievance and Ethics, By-Laws, Audit, Public Relations, Taxation Liaison, Legislative, Web site.

(iii)   The President shall be the executive officer of the Society and shall exercise supervision over its affairs and is authorized and empowered, with the consent and approval of the Board of Directors, to act upon all such matters not requiring the action of the Society in assembled meeting.

(iv)   The President may temporarily suspend and/or remove any officer or director of the Society who is derelict in official duty or whose conduct is considered unbecoming for an officer or director of the Society, with the consent of the Board of Directors.

 (v)   The President shall, to the best of his ability, do or cause to be done, all things which (1) are required of him or (2) that shall deem necessary to execute the provisions of the By-Laws, but not in contravention of established rules, procedures, methods, practices or principles of the Society.

 (b)  Duties of the First Vice President: 

In the absence or disability of the President, the First Vice President shall perform all the duties of the office of President.  In addition, the First Vice President will be responsible for the progress of education and shall serve as Chairman of the Education Committee.  The First Vice President shall have such other powers and duties as assigned by the President.

(c)   Duties of the Second Vice President: 

In the absence or disability of the First Vice President, the Second Vice President shall perform all duties of the First Vice President.  In addition, the Second Vice President will be responsible for the progress of the membership and shall serve as Chairman of the Membership Committee.  The Second Vice President shall have such other powers and duties as assigned by the President.

(d)   Duties of the Secretary: 

The Secretary shall keep a record of all meetings of the Society, notify members of their election to office, keep a roster of members, issue notice of meetings of the Society, conduct the regular correspondence of the Society, and other such duties as assigned by the President.

(e)   Duties of the Treasurer: 

The Treasurer shall receive, record and account for all funds of the organization and make such disbursements as are authorized in an approved budget or by vote of the Board.  The Treasurer shall be responsible for all billing of members for dues.  The Treasurer shall keep proper vouchers and books of account which shall be open to inspection by any member at any regular or special meeting.  The Treasurer shall submit, annually, a financial statement at the annual meeting of the Society, and/or as otherwise directed.

(f)      Duties of the Executive Director: 

The Executive Director shall serve as an ex-officio, non-voting member of the Board of Directors.  The Board of Directors shall appoint the Executive Director.  All salary and expenses of the Executive Director shall be under the direction of the Board.  The Executive Director shall work under the supervision of the Executive Board and shall keep the President advised concerning all matters of the Society.

ARTICLE VI - DUES

SECTION 1     Annual Dues Invoices:

The annual dues invoices will be sent out in accordance with the following schedule: the first invoice in April, a reminder invoice in May.

SECTION 2     Payment of Dues:

(a)   The Board of Directors shall set the annual dues each year, and such fees shall appear on the Society membership application.

(b)   Dues shall be payable annually.  Dues for the new fiscal year are to be paid no later than the last day of the current fiscal year (June 30).  A retired member may continue to be an active member by continuing payment of active member dues or he may elect to become an associate member.

(c)   The Accountants Society of Virginia in convention assembled may assess all members; said assessment shall be obligatory.

SECTION 3     Delinquency:

(a)   A delinquency notice will be sent in July. 

(b)   Any member whose membership has lapsed for two or more years will be required to submit a new application, with the required documents, and subject to the approval process.

ARTICLE VII - UNITS OF ORGANIZATION

SECTION 1    

Any group of three members of this Society may, with the permission of the Board of Directors, establish and constitute themselves a local chapter of the Accountants Society of Virginia, Incorporated, within a prescribed or political jurisdiction.  Such permission will be evidenced by the granting of a local charter signed by the President and Secretary of the Society and retention of the Board of Directors.  Any member of the local chapter whose membership in the parent body is terminated for cause or otherwise loses his or her membership in the local chapter, loses his membership in the Society or vice versa.

ARTICLE VIII – COMMITTEES

SECTION 1     Executive Committee: 

The Executive Committee shall be comprised of the Officers described in ARTICLE V, SECTION 1.  The Executive Director shall be a member of the Executive Committee ex officio without vote.  The Executive Committee shall preside over the affairs of the Society between regular and special Board and Membership meetings.  All decisions of the Executive Committee shall be ratified at the next regular or special Board meeting.

SECTION 2     Audit Committee: 

The Board shall establish an Audit Committee consisting of at least two board members.  Audit Committee members must not have had any direct financial transaction responsibilities on behalf of the organization (i.e., account signature authority, account reconciliation) during the period to be audited.  At least one member of the committee should have appropriate financial expertise.  The Audit Committee shall be responsible for hiring and supervising the external auditor, or otherwise ensuring that the organization performs an appropriate annual financial review.

SECTION 3     Special Committees:  

Special committees, including ad hoc committees and task forces, may be appointed by the President as deemed necessary.

ARTICLE IX – FINANCES AND LEGALITIES

SECTION 1     Annual Budget: 

An annual budget shall be developed and approved by the Board of Directors. The annual budget may be amended as necessary by vote of the Board of Directors.

SECTION 2     Fiscal Year: 

The fiscal year of the Society shall begin July 1 and end on June 30.

SECTION 3     Bank Account: 

The President and the Treasurer shall be authorized to open and maintain a bank account for the Society with a federally insured bank.  The Executive Board has the authority to add additional signers to the accounts as they deem necessary. Transactions shall be made in conformance with the budget approved by the Board of Directors or as otherwise authorized by the Board. For all transactions two signatures are required, with the exception of the inter-society transfer of funds.

SECTION 4    Contracts: 

The President is authorized to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society provided that the Board of Directors has authorized the contract.

SECTION 5     Financial Controls: 

The Society is committed to maintaining best practices in its financial controls, reporting and record keeping. To that end, proper separation of financial controls shall be maintained (including requiring transactions to be authorized by a person(s) other than the person(s) signing or executing the transaction with a third person(s) reviewing financial transactions, including bank statements).  In addition, an independent audit committee shall be established and shall be responsible for appointing and supervising external auditors, receiving and handling concerns and complaints regarding the corporation’s financial controls.

SECTION 6     Accountability: 

The financial records of the Society shall be maintained by the Treasurer and shall be subject to review and audit as determined by the Board of Directors.  The organization shall adopt, and financial records shall be maintained, in accordance with an approved record retention policy.

SECTION 7     Indemnification: 

Every member of the Board of Directors, officer or employee of the Society may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.

ARTICLE X –CONFLICT OF INTEREST

SECTION 1     Existence of Conflict:  Disclosure

Directors, officers, employees and contractors of the Society should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the Society. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any director, officer, staff member or contractor competes or appears to compete with the interests of the Society. If any such conflict of interest arises the interested person shall call it to the attention of the Board of Directors for resolution. If the conflict relates to a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict.

SECTION 2     Nonparticipation in Vote: 

The person having a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Board is meeting. However, the person may be permitted to provide the Board with any and all relevant information.

SECTION 3     Minutes of Meeting: 

The minutes of the meeting of the Board shall reflect that the conflict was disclosed and the interested person was not present during the final discussion or vote and did not vote on the matter.

SECTION 4     Annual Review: 

A copy of this conflict of interest statement shall be furnished to each director or officer, employee and/or contractor who is presently serving the corporation, or who hereafter becomes associated with the corporation. This policy shall be reviewed annually for information and guidance of directors and officers, staff members and contractors, and new officers and directors, staff members and contractors shall be advised of the policy upon undertaking the duties of their offices.

ARTICLE XI – PARLIAMENTARY AUTHORITY

SECTION 1     Conduct of Meetings: 

At all meetings, the meeting chair shall conduct the meeting pursuant to general rules of parliamentary procedure, provided such rules of conduct are not inconsistent with these By-Laws and any special rules of order the Society may adopt.

ARTICLE XII - AMENDMENTS

SECTION 1     Amendments to the By-Laws:

The Board of Directors of the Society may, at any regular or special meeting, held sixty (60) days prior to a membership meeting, recommend adoption of or alteration to existing rules and regulations of the Society, such recommendations will be announced to the membership sixty (60) days prior to the Annual Meeting and will not become effective until approved at a regular or special meeting assembled by a 2/3 vote of the members in attendance. A change in the bylaws may be proposed by a member at the annual meeting and approved by a 2/3 vote of the attendees in the meeting.