Bylaws of the Austin Chapter of the Texas Society of Certified Public Accountants

Article I: Name and purpose
Article II: Membership
Article III: Termination of membership
Article IV: Dues assessments
Article V: Executive Board
Article VI: Oversight Council
Article VII: Officers
Article VIII: Strategic planning, budgeting and joint meetings
Article IX: Nominations and elections
Article X: Councils and Committees
Article XI: Chapter meetings
Article XII: Amendments
Article XIII: Conflict and interpretation
Article XIV: Indemnification
Article XV: Notice and meeting methods

ARTICLE I - NAME AND PURPOSE

Section 1 - The name of this organization shall be the Austin Chapter of the Texas Society of Certified Public Accountants. It is sometimes referred to in these bylaws as the “Chapter.”

Section 2 - The mission of the Chapter is to provide resources to enhance and support opportunities for members to prosper in a changing environment.

ARTICLE II - MEMBERSHIP

Section 1 - The qualifications for membership in the Chapter shall conform to the bylaws provisions of the Texas Society of Certified Public Accountants (the “TSCPA”) applicable to membership in the TSCPA chapters.

Section 2 - Any Person who, in the opinion of the Executive Board of the Chapter, is distinguished in accountancy and is in good standing as a member of the TSCPA may be designated for honorary membership. Such honorary members shall not be required to pay dues or other assessments, nor shall they be eligible to hold office or to vote at meetings, but all other privileges of the Chapter shall be extended to them.

ARTICLE III - TERMINATION OF MEMBERSHIP

Section 1 - Any member who shall neglect or refuse to pay dues, assessments, or any other indebtedness to the Chapter for a period of 60 (sixty) days after such has become due and after notice has been given by the Secretary/Treasurer, shall forfeit membership unless payment is made within 30 (thirty) days after final delinquency notice is mailed to the last known address of the member. A member who has forfeited membership may be reinstated upon payment of the regular annual dues plus any indebtedness to the Chapter. Failure to pay dues or forfeiture of Chapter membership causes automatic forfeiture of the person’s membership in the TSCPA, unless otherwise indicated in the TSCPA bylaws.

Section 2 - Any member of the Chapter who is dropped from membership in the TSCPA for nonpayment of dues or assessments, or expelled or suspended from membership, shall automatically, and without notice, cease to be a member of the Chapter.

Section 3 - Termination of membership in the Chapter shall conform to the bylaws of the TSCPA.

ARTICLE IV - DUES ASSESSMENTS

Section 1 - Annual dues for membership shall be recommended by the Executive Board and adopted by a majority vote of members at the annual meeting at which officers are elected, to be effective for the next fiscal year. The Secretary/Treasurer shall issue notice of such meeting in accordance with these bylaws.

Section 2 - The fiscal year of the Chapter shall correspond to that of the TSCPA.

Section 3 - Dues shall be payable in advance for the fiscal year.

Section 4 - Honorary members of the Chapter or of the TSCPA, Past-Presidents of the TSCPA, and any other member upon recommendation of the Executive Board, shall be exempt from paying Chapter dues or assessments.

Section 5 - The Chapter, by a majority vote of the members present at the annual meeting at which officers are elected, may levy a per capita assessment for any specific purpose not exceeding the amount of the annual dues for that fiscal year.

ARTICLE V - EXECUTIVE BOARD

Section 1 - The affairs of the Chapter shall be administered by the Executive Board, subject to budgets and strategic plans established as provided in these bylaws. The voting members of the Executive Board shall be composed of the duly elected officers of the Chapter, excluding the Secretary/Treasurer-elect. In addition, the Chair of the Oversight Council shall be voting member and the Immediate Past President shall serve as in ex-officio, non-voting member of the Executive Board and shall receive all notices of, and be entitled to attend, all meetings of the Executive Board. All members of the Austin CPA Chapter Executive Board must be members in good standing with TSCPA and be a licensed Texas CPA.

Section 2 - The term of office of the Executive Board members shall be one (1) year. Members may be elected to more than one (1) term in office if they otherwise qualify in accordance with Section 1 of this Article.

Section 3 - Officers shall be nominated and elected in accordance with these bylaws.

Section 4 - The tenure of office of the Executive Board members shall be concurrent with the tenure of office of the officers of the TSCPA.

Section 5 - The resignation of any Executive Board member shall be effective on the date of acceptance by the Executive Board. Absence from three (3) consecutive meetings of the Executive Board, failure of any Executive Board member to perform the duties applicable to that Executive Board member as provided herein, or conduct which is, or is likely to be, harmful or prejudicial to the Chapter or the TSCPA, shall be sufficient cause to terminate Executive Board membership. Termination of any person’s Executive Board membership shall require the affirmative vote or written consent of at least 75% of the voting members of the Executive Board and at least 75% of the voting members of the Oversight Council. Upon termination of a person’s membership on the Executive Board, such person shall automatically be deemed removed from office as an officer of the Chapter without the requirement of any further action.

Section 6 - The Executive Board shall meet at such time and place as may be specified by the President, or whenever convened by call by a majority of the voting members of the Executive Board, provided that written notice stating the purpose of the meeting is furnished to all Executive Board members and Oversight Council members at least five (5) days in advance. Any member of the Executive Board or Oversight Council may submit items for inclusion on the agenda of an Executive Board meeting, but any such submission may be passed to the next meeting if not provided sufficiently in advance to reasonably allow its inclusion in the meeting notice. Any Chapter member shall be entitled to attend and observe any meeting of the Executive Board. The Executive Board shall keep minutes of its proceedings and provide such minutes to the Oversight Council.

Section 7 - The Executive Board shall have power to recommend Chapter members to fill an interim vacancy of any office (as hereinafter provided); shall carry out purposes of the Chapter as expressed in its articles of incorporation, bylaws and resolutions, except where such duties are specifically delegated to others; shall exercise control over the Chapter's monies and properties; shall create and approve appointment of committees in accordance with these bylaws; shall publish the Chapter's financial statements before the general membership no later than the subsequent annual meeting; and shall keep a complete record of its actions and submit a condensed report thereof at the annual meeting together with any recommendations for the welfare of the Chapter. Upon selecting a person to recommend for filling an interim vacancy in any officer position, the Executive Board shall give prompt notice to the members of the Oversight Council and the Oversight Council shall have fifteen (15) days in which to vote to approve or disapprove such recommendation and to notify the Executive Board of its decision. If the Oversight Council votes to disapprove any such recommendation, then the Executive Board may (i) choose to leave such position vacant for the remainder of the term of that office, or (ii) recommend another person for the Oversight Council’s consideration. In the event a vacancy exists in four (4) or more offices at any given time, then the Oversight Council shall have authority to fill such vacancies without consideration of, or need for, Executive Board recommendations.

Section 8 - One half of the voting members of the Executive Board constitute a quorum. The attendance of the President shall count towards determining the presence of a quorum, but the President shall only vote in the event of a tie vote amongst the other voting members of the Executive Board.

ARTICLE VI - OVERSIGHT COUNCIL

Section 1 - The Oversight Council shall consist of all members of the Chapter who are then directors of the TSCPA, one (1) member at-large for each 250 Chapter members, the immediate Past-President of the Executive Board and the Secretary/Treasurer-elect. All members of the Austin CPA Chapter Oversight Council must be members in good standing with TSCPA and be a licensed Texas CPA. Additionally, the Oversight Council may elect a TSCPA student member (enrolled full time at a university/college) as a non-voting member of the Council.

Section 2 - The term of office for the Oversight Council members who are directors of the TSCPA shall be concurrent with their terms as directors, and the term of office for all other Oversight Council members shall be one (1) year; subject in each case to continued service or re-election if they otherwise qualify in accordance with Section 1 of this Article.

Section 3 - At-large members shall be nominated and elected in accordance with these bylaws.

Section 4 - The tenure of office for the Oversight Council members shall be concurrent with the tenure of office for the Executive Board members.

Section 5 - The resignation of any Oversight Council member shall be effective on the date of acceptance by the Oversight Council. Absence from three (3) consecutive meetings of the Oversight Council, failure of any Oversight Council member to perform the duties applicable to that Oversight Council member as provided herein, or conduct which is, or is likely to be, harmful or prejudicial to the Chapter or the TSCPA, shall be sufficient cause to terminate Oversight Council membership. Termination of any person’s Oversight Council membership shall require the affirmative vote or written consent of at least 75% of the voting members of the Executive Board and at least 75% of the voting members of the Oversight Council.

Section 6 - At the first meeting of the Oversight Council each year, the Oversight Council members shall elect a Chair and Vice-Chair from among their members. The Oversight Council shall meet at such time and place as may be specified by the Chair, or whenever convened by a majority of the members of the Oversight Council, provided that written notice stating the purpose of the meeting is furnished to all Oversight Council members at least five (5) days in advance. The Oversight Council may, but shall not be required to, keep or publish minutes of its proceedings.

Section 7 - The Oversight Council shall have the power to fill any interim vacancy of any at-large member; shall review minutes from Executive Board meetings; shall provide advice and feedback to the Executive Board; and shall participate in the strategic planning and budgeting process of the Chapter as provided in these bylaws.

Section 8 - One-third of the members of the Oversight Council constitute a quorum. All members of the Oversight Council shall have equal voting rights on all matters submitted to a vote of the Oversight Council.

Section 9 - The Chair shall preside at all meetings of the Oversight Council. In the absence of the Chair, the Vice-Chair or another member of the Oversight Council selected by the Oversight Council, or appointed by the Chair, shall preside in the Chair’s stead.

ARTICLE VII - OFFICERS

Section 1 - The officers of the Chapter shall be a President, President Elect, Secretary/Treasurer, Secretary/Treasurer-elect, Manager of Community Involvement, Manager of Member Services and Manager of Education and Leadership, all of whom shall be members in good standing in the Chapter.

Section 2 - Officers shall be elected by a majority vote of the members at the annual meeting of the members. They shall take office at the beginning of the next fiscal year.

Section 3 - Tenure of office shall coincide with the tenure of office of the TSCPA. The term of office is one (1) year for each office.

Section 4 - The President shall preside at all meetings of the Chapter and the Executive Board, shall appoint, subject to approval of the Executive Board, such committees and task forces as are deemed necessary to accomplish the purposes of the Chapter, and shall coordinate all activities of the Chapter. In the absence of the President, the President Elect or another officer shall be selected by the Executive Board, or appointed by the President, to preside in the President's stead.

Section 5 - The President Elect shall become President in the fiscal year succeeding the year of service as President Elect.

Section 6 - The Managers shall perform all executive duties ordinarily pertaining to their offices or as delegated to them by the President or the Executive Board.

Section 7 - The Secretary/Treasurer shall (i) issue notice of all meetings of the Chapter and shall keep a record of all proceedings subject to the inspection of the Executive Board, the Oversight Council and the Board of Directors of the TSCPA, and (ii) have charge of all the funds, accounts and fiscal affairs of the Chapter subject to review by the Executive Board or a committee appointed by the Executive Board. The Secretary/ Treasurer shall make periodic reports to the Executive Board as requested and furnish a full statement of account within thirty (30) days after the close of the fiscal year, and shall cause tax returns and other required financial reports to be submitted to regulatory authorities. In the event the Secretary/Treasurer is temporarily unable or unwilling to act, the Executive Board may appoint another officer to perform the duties of Secretary/ Treasurer.

ARTICLE VIII - STRATEGIC PLANNING, BUDGETING AND JOINT MEETINGS

Section 1 - The Executive Board shall call a joint meeting between the Executive Board and Oversight Council for strategic planning purposes for each fiscal year of the Chapter. The meeting shall be held in the preceding fiscal year for purposes of strategic planning for the subject fiscal year. The meeting may also be held and conducted in conjunction with the annual meeting of members. All members of the Executive Board and Oversight Council will be given written notice of the time and location of the meeting. The time and location of the meeting will also be publicized generally to the members of the Chapter, by electronic means or otherwise, and any member of the Chapter will be entitled to attend. At the meeting, the Executive Board will solicit input and discussion from all attendees on strategic goals and specific projects to be pursued by the Chapter. Within sixty (60) days thereafter the Executive Board will adopt a strategic plan for the subject year, provide such plan to the Oversight Council, and publish such plan generally, by electronic means or otherwise, to the Chapter membership.

Section 2 - Any member of the Executive Board or Oversight Council may propose an amendment to the strategic plan by giving notice thereof to members of the Executive Board and the Oversight Council. If a majority of either the members of the Executive Board or the members of the Oversight Council votes to request a joint meeting to consider such proposal, then the two bodies shall meet jointly and a vote of the majority of the Executive Board members present and the Oversight Council members present shall be sufficient to approve and adopt any such amendment.

Section 3 - The Executive Board shall adopt a budget no later than the first month of each fiscal year. The Executive Board may adopt a budget for a fiscal year in the prior fiscal year. The adopted budget shall be provided to the Oversight Council and publicized generally to the Chapter membership in the same method as is authorized for publication and communication of the strategic plan in the above Sections of this Article. Any member of the Executive Board or Oversight Council may propose an amendment to the budget and the process for deliberating and voting with respect to any such amendment shall be the same as set forth above regarding proposed amendments to the strategic plan.

Section 4 - The Executive Board and Oversight Council shall meet jointly any time a majority of either such body elects to do so and, in such event, the presiding officer of the body so electing shall have the responsibility of publishing the notice and agenda of the meeting to the members of both bodies as otherwise provided in these bylaws for the publishing of notice for meetings of either the Executive Board or Oversight Council. To the extent that the Executive Board has established a regular meeting schedule, any joint meeting will be held at the time and location of the next regularly scheduled meeting, unless 75% of the voting members of either the Executive Board or Oversight Council elect otherwise. At any such meeting, the presiding officer of the body calling the meeting shall preside unless a majority of all members of both bodies then present shall select another presiding officer. At any joint meeting, the vote of a majority of both the Executive Board members present and the Oversight Council members present shall be deemed a vote binding on both bodies. Furthermore, if a joint meeting of the Executive Board and Oversight Council is duly called as provided for in these bylaws, a quorum is present as provided below and there are no members present at such meeting from one of the bodies, then a vote of a majority of members of the one body represented at the meeting shall be binding on both bodies. Joint meetings shall not require separate quorums by each of the Executive Board and Oversight Council, and a majority of the total combined number of members of both bodies shall constitute a quorum for the conducting of business at any joint meeting.

ARTICLE IX - NOMINATIONS AND ELECTIONS

Section 1 - The Nominating Committee shall consist of seven (7) members, and shall be chaired by the Past-President of the Chapter. The Past-President, President-Elect and current President shall be members of the Nominating Committee. Three (3) members of the Nominating Committee will be nominated by the prior Nominating Committee and elected by Chapter membership and the remaining member will be elected by the Oversight Council from the members of the Oversight Council. The member elected by the Oversight Council shall be designated no later than the fourth month of the fiscal year in which that member will serve on the Nominating Committee. If the Oversight Committee does not designate its elected member by the timeframe set forth in the preceding sentence, the Nominating Committee will be deemed to consist of the other six members.

Section 2 - The vote of a majority of the members of the Nominating Committee shall constitute the action of the Nominating Committee. No later than the end of the sixth month of each fiscal year, the Nominating Committee shall certify to the Secretary/Treasurer its nomination of officers, Oversight Council members at-large for the succeeding fiscal year, directors of the TSCPA for the Chapter for the succeeding fiscal year and the three (3) elected Nominating Committee members for the succeeding fiscal year; and shall certify that all such nominees are members in good standing and have expressed willingness to serve.

Section 3 - The Secretary/Treasurer shall publish the nominations to the members no later than the seventh month of the fiscal year.

Section 4 - Election of nominees shall be by a majority vote of the members present at the annual meeting of members.

Section 5 - Additional nominations may be made from the floor of the annual meeting of members, by members in good standing.

Section 6 - Upon a majority vote of either the Executive Board or the Oversight Council that any directors of the TSCPA who are representatives of the Chapter have their TSCPA directorship terminated due to a pattern of non-attendance at TSCPA meetings at which the director has voting rights, whether in the capacity as a TSCPA director or TSCPA committee member, the Executive Board shall notify the TSCPA of such recommendation. However, removal of TSCPA directors from their TSCPA Board positions may only be done in accordance with the TSCPA bylaws.

ARTICLE X COUNCILS AND COMMITTEES

Section 1 - There shall be such councils, committees and task forces as the Executive Board shall designate; provided, however, that the Nominating Committee and Oversight Council shall have standing status as provided in these bylaws.

Section 2 - With the exception of the Nominating Committee and Oversight Council, all councils, committees and task forces will sunset at the conclusion of the Chapter fiscal year in which they were established.

ARTICLE XI - CHAPTER MEETINGS

Section 1 - Regular meetings of the Chapter shall be held at a time and place designated by the Executive Board.

Section 2 - The regular annual meeting of the Chapter shall be held during the eighth month of each fiscal year.

Section 3 - The members in good standing attending a regular or called meeting of the Chapter shall constitute a quorum, provided written notice of the meeting has been given at least five (5) days prior to the date of such meeting.

Section 4 - If the presiding officer at any Chapter meeting elects, the rules of procedure as set forth in Robert's Rules of Order shall apply to that meeting.

Section 5 - A majority vote of the members present shall constitute a vote of the membership.

ARTICLE XII - AMENDMENTS

Section 1 - The bylaws of the Chapter may be amended at any meeting of the Chapter, provided that (i) the proposed amendment has been approved for submission to a vote of Chapter members by each of the Executive Board and the Oversight Council, and (ii) written notice of the meeting has been provided to members at least thirty (30) days in advance and such notice clearly sets forth the substance of the proposed amendment or amendments.

Section 2 - An amendment to the bylaws shall be adopted by a majority vote of the members present.

ARTICLE XIII - CONFLICT AND INTERPRETATION

Section 1 - In the event any part of the Chapter bylaws is or becomes in direct conflict with the bylaws of the TSCPA, then the bylaws of the TSCPA shall govern. This is not intended to mean these bylaws may not differ from those of the TSCPA in ways that do not directly conflict.

Section 2 - The Executive Board shall have authority to interpret the provisions of these bylaws.

ARTICLE XIV INDEMNIFICATION

The Chapter shall indemnify any person who was or is a party or is or was threatened to be made a party to any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was a director or officer of the Chapter or a member of any board, council, committee, subcommittee, or task force of the Chapter against expenses, judgments, awards, fines, penalties, and amounts paid in settlement actually and reasonably incurred by such persons (with the prior consent of the Chapter acting through its Executive Board by a two thirds vote, and concurrence with counsel which the Chapter shall have retained to defend such person as hereinafter provided) to the maximum extent allowed by law applicable to indemnification by Texas non-profit corporations. Notwithstanding the foregoing, indemnification may be denied if, in connection with such action, suit or proceeding, such person is found liable to the Chapter by reason of the fact that such person has been found guilty of the commission of a crime or of gross negligence in the performance of his or her duties; it being understood that termination of any action, suit or proceeding by judgment, order, settlement, conviction or by a plea of nolo contendere or its equivalent (whether or not at the trial) shall not itself create a presumption or be deemed an adjudication that such person is liable to the Chapter by reason of the commission of a crime or gross negligence in the performance of duties. Furthermore, it shall be a condition to indemnity that such person shall have given the Chapter prompt written notice of the threatening or commencement (as appropriate) of any such action, suit or proceeding. Upon prompt written notice from any such indemnified person that there is threatened or has been commenced any such action, suit or proceeding, the Chapter (a) shall defend such indemnified person through counsel selected by and paid for by the Chapter and reasonably acceptable to such indemnified person which counsel shall assume control of the defense and (b) shall reimburse such indemnified person for expenses encompassed by the foregoing indemnity in advance of the final disposition of any such action, suit or proceeding provided that the indemnified person shall agree to repay to the Chapter all amounts so reimbursed if a court of competent jurisdiction finally determines that such person is not entitled to indemnity hereunder. The foregoing provision shall be in addition to any and all rights which the person seeking indemnity may otherwise have at any time to indemnification from and/or reimbursement by the Chapter.

ARTICLE XV - NOTICE AND MEETING METHODS

Section 1 - Written notice or publication, where required by these bylaws, may be mailed or transmitted in whatever manner or form the Executive Board designates.

Section 2 - Any meeting held pursuant to any provision of these bylaws may be conducted by telephonic or such other means as may be allowed by applicable law.