*************The Bylaws were approved January 3, 2001 by vote
of the members *******
This portion is under construction!
This
is a preliminary draft of the bylaws.
Draft as of
11/07/00
CENTRAL ARIZONA
CHAPTER OF ENROLLED AGENTS
BYLAWS
ARTICLE I:
NAME, PRINCIPAL OFFICE, PURPOSES AND RESTRICTIONS
SECTION 1.The name of this organization is the Central Arizona Chapter of Enrolled
Agents, hereinafter described as “CACEA”.
SECTION 2. The principal office of the Chapter for the transaction of its business
shall be located in the central region of the state of Arizona or in such other
place, within or without the State, as may be determined from time to time.
SECTION 3. The purposes of this Chapter include, but are not limited to:
a. Advancing and implementing all aspects of the Enrolled Agents profession
through meetings
and communications, publications, education and other programs and activities;
b. Articulating and advocating the needs and interests of the profession;
c. Cooperating on behalf of the profession with persons and businesses
directly and through their organizations in matters involving the business and
governmental affairs of the professions; d.
Promulgating policies and activities for the betterment of all
individuals involved in some aspect of the profession, and;
e.
Explaining and clarifying to the public proposed and existing
governmental actions that will impact Enrolled Agents and the clientele of
Enrolled Agents.
SECTION 4. To
the extent practical and desirable, the policies and procedures of the National Association of Enrolled Agents
(NAEA)
shall be adhered to at all times.
ARTICLE II: MEMBERSHIP
SECTION 1. Membership
in NAEA is a prerequisite to membership in the Chapter.
SECTION 2. Membership
classes, criteria, and rules for application, approval, discipline and expulsion
shall be as established by the board of directors from time to time, as may be
set forth in the policies, procedures and resolutions of the board.
SECTION
3. There shall be the same classes of membership in the Chapter as there are
in the NAEA, and qualifications for membership in the Chapter for each class shall be the
same as the qualifications for each class of membership in the NAEA.
SECTION 4.
Membership in the NAEA shall be recognized as entitlement to
membership in the Chapter.
SECTION 5. All
Members must pledge compliance with the code of ethics and professional conduct
of the National Association and adhere to
the provisions of United States Treasury Department Circular 230, Title 31 Code
of Federal Regulations Subtitle A, Part 10, as amended.
SECTION 6. All
Members must comply with the continuing professional education requirements of
both the NAEA and the Internal Revenue Service.
SECTION 7. Membership
is presumed to be valid until acted upon by the Board of Directors.
SECTION 8. Only
Members shall have the right to vote and hold office in the Chapter.
SECTION 9. Upon
notification from the NAEA that a Member has not timely paid his/her dues or has
not met the continuing professional education requirements established in
Section 4, or the Member has been disbarred by the Director of Practice of the
Internal Revenue Service, the Board may revoke the membership of that individual.
ARTICLE III:
ASSOCIATES
SECTION 1. The
Chapter may establish an Associate category for individuals who are engaged in
some aspect of the practice of tax, whether or not they are regulated under
Circular 230.
SECTION 2. The
Chapter shall recognize a "Provisional Associate" status for those
persons who have successfully completed the special enrollment examination or
who have completed the required IRS employment and who have applied for their
enrollment card.
SECTION 3. Associate
status persons shall not be entitled to vote on any issue that comes before the
Chapter or hold elective office in the Chapter.
SECTION 4. The word or term "Member" shall not be used in connection with
any person granted Associate status.
SECTION 5. Associates
shall meet the same continuing professional education requirements as required
by IRS Circular 230.
ARTICLE IV:
DUES AND ASSESSMENTS
SECTION 1. The annual dues and assessments of the Members and Associates shall be
payable on or before the date set by the board.
SECTION 2. The Board may levy such additional assessments as are necessary to carry
out the activities of the Chapter upon ratification by the majority of Members
present at a Chapter or annual meeting.
SECTION 3. If any Member or Associate shall fail to pay any installment of dues
within Sixty (60) days after the same shall become payable, it shall be the duty
of the treasurer to notify such Member or Associate that, unless dues are paid
within Thirty (30) days thereafter, such Member or Associate is subject to
suspension.
SECTION 4. If any Member or Associate shall have been suspended for nonpayment of
dues and his/her record discloses no
complaint of charges, he/she may be eligible for reinstatement by forwarding a
written request to the Board and paying the amount of the delinquent dues in
full.
SECTION 5. Dues for a Member Emeritus shall be one half (1/2) of the dues for other
Members, or such amount as may be determined by the board.
ARTICLE V:
ANNUAL AND MEMBERSHIP MEETINGS
SECTION 1. The annual meeting shall be duly announced to the Members and Associates
at least thirty (30) days in advance and will be in such form and at such time
as required by Arizona Revised Statutes.
SECTION 2. The annual meeting shall be held on a date and
at a time and place, which shall be determined by the Board.
SECTION 3. Chapter meetings shall be held on a date and at a time and place, which
shall be determined by the Board. The
President shall notify Members and Associates at least thirty (30) days in
advance of the meeting date, time, place and agenda. Said notification is deemed given when notice is communicated to Members
and Associates by either mail or other electronic means. For this purpose, notification by electronic means includes, but is not
limited to communication by telephone, facsimile, E-Mail or by posting on the
Chapter Website.
SECTION 4. Business meetings of the Board may be held on a date and at a time and
place, which shall be determined by the Board. Notice shall be sent to Members in the same manner as Chapter meetings.
Special business meetings of the Board may be convened by any majority of
Board Members upon giving ten (10) days notice to all Board Members. Such notice shall be mailed to Members via first class U.S. Mail or
otherwise delivered to Members by electronic or facsimile media as more fully
described in Article V, Section 3 above.
SECTION 5. All meetings of the Board and Committees may be open to the Members
except when a confidential issue, as determined by the board, is before the
Board.
SECTION 6. Officers and Directors of the Chapter shall be elected by the Members
during the annual meeting of the Chapter.
SECTION 7. A quorum at the annual meeting or a Chapter meeting shall be fifteen
percent (15%) of the Members of the Chapter. A quorum at a business meeting of the Board shall a minimum of five (5)
Board Members. A quorum at a
special meeting shall be ten percent (10%) of the Members of the Chapter on the
date of the special meeting. The CACEA records shall determine the Chapter's membership on
the date of any of the meetings mentioned in this Section.
ARTICLE VI:
BOARD OF DIRECTORS
SECTION 1. The Board of Directors of this Chapter shall be no more than twenty (20)
directors at large, the Immediate Past President, and the officers of the
Chapter. All Members of the board
shall be elected by the Members at each annual meeting. For the purpose of any election to fill partial terms of office, persons
with the greater number of ballots shall be elected to the vacancy of their
candidacy.
SECTION 2. Special meetings of the Board may be called by the President or any
twenty (20) Members of the Chapter. Special business meetings of the Board may
also be convened by any majority of Board Members upon giving ten (10) days
notice to all Board Members. Such
notice shall be mailed to Members via first class U.S. Mail or otherwise
delivered to Members by electronic or facsimile media as more fully described in
Article V, Section 3 above.
SECTION 3. The President shall serve written notice, including the date, time, place
and purpose of the special meeting, on all Members within ten (10) days of the
special meeting. Such notice to contain an agenda of the items to be discussed
and shall be mailed to Members via first class U.S. Mail or otherwise delivered
to Members by electronic or facsimile media as more fully described in Article
V, Section 3 above.
SECTION 4. The
Board of Directors shall be the governing body of the Chapter and shall have the
authority and responsibility for the supervision, control and direction of the
Chapter.
SECTION 5. The Board shall approve
all chairpersons.
SECTION 6. The
Board shall have the duty to remove a chairperson or director for cause, which
may include, but not limited to, neglect of duty, incompetence, or misconduct.
SECTION 7. The Immediate Past President of this Chapter shall sit with the Board.
Said person shall have voice and vote.
SECTION 8. The President shall appoint a Member to fill any
vacancy on the Board.
SECTION 9. All Members of the Board shall serve a one-year term, with the exception
of the Chapter President and Vice-President, whose terms of membership on the
Board shall be for the same period as their terms of office as defined in
Article VII, Section 1, below.
SECTION 10. The Board of Directors shall determine all other matters, including, but
not limited to, dues, period of affiliation, qualifications, restrictions,
privileges and benefits, discipline, and determination of Associate status.
ARTICLE VII:
OFFICERS
SECTION 1. The officers shall consist of a President, Vice President, Secretary and
Treasurer. The officers shall be
elected by a majority vote from the Members present at the meeting so designated
for this purpose. The terms of
office for the Chapter officers shall be as follows: for the election to be held in 2001, the President and Vice-President
shall serve for a one (1) year term. Commencing
with the elections held in 2002 and thereafter, the President and Vice-President
shall serve for a two (2) year term. All
other officers shall serve for a one (1) year term.
SECTION 2. The President shall be the chief officer of this Chapter and shall
preside at all meetings of the general membership and the Board. He/She shall be an ex-officio member of all committees and may appoint,
with the approval of the board, any committees deemed necessary and advisable to
promote the welfare of the Chapter. He/She
shall make written report to the Members at the annual meeting and shall do any
and all things that, with the approval of the Board, may be necessary to carry
out the provisions of the bylaws, articles of incorporation and Robert's Rules
Of Order to protect the rights and interests of all Members of the Chapter.
SECTION 3. The Vice President shall become President of the Chapter in the event of
the President's death, resignation or failure to fill his/her office. In that event, a special election shall be held for the election of a new
Vice President. The Vice President shall be expected to preside in the absence
of the President on any occasion.
SECTION 4. The Secretary shall keep minutes of annual and special meetings as well
as all board meetings and they shall be the official records of this Chapter.
The Secretary shall have possession and supervision of the membership
lists of this Chapter. The
Secretary shall certify the election of all officers including his/her
successor.
SECTION 5. The Treasurer shall keep the financial and tax records of the Chapter.
He/She shall report dues payments to the Board so that the records of
Members shall indicate dues paying status of each Member, make reports to the
board, and shall report to the membership as requested by the Board. The Treasurer shall provide copies of the Chapter’s financial
transactions for the fiscal year to the Arizona State Society of Enrolled Agents
(hereinafter referred to as “AzSEA”) Treasurer for his/her use in preparing
all tax returns and other required government reports and filing with the
various governmental agencies for the AzSEA.
SECTION 6. Any vacancy of an officer position either by death, disability,
resignation or failure to fill his/her office shall be filled by Members
appointed by the President.
ARTICLE VIII:
COMMITTEES
SECTION 1. The board shall authorize and establish committees for the Chapter as
deemed necessary.
SECTION 2. It shall be the duty of the President to establish other committees and
task forces as needed.
SECTION 3. A report shall be made to the Members and Associates of the names of all
Committee and Task Force Chairs. Such
report shall be deemed made when done in the manner described in Article V,
Section 3 above.
ARTICLE IX:
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. The Board, except as otherwise provided in these bylaws, may by
resolution authorize any officer or agent of the Chapter to enter into any
contract or execute and deliver an instrument in the name of and on behalf of
the Chapter and such authority may be general or confined to specific instances.
Unless so authorized, no officer, agent or employee shall have any power
or authority to bind the Chapter for any purpose or in any amount.
SECTION 2. All funds of the Chapter shall be deposited to the credit of the Chapter
in such banks as the Board selects.
SECTION 3. The Board may accept, on behalf of the Chapter, any contribution, gift,
bequest, or devise for the general purpose of, or any special purpose of the
Chapter, provided that the Chapter has met the requirements of Internal Revenue
Code Section 501(a).
ARTICLE X:
CORPORATE REPORTS AND SEAL
SECTION 1. The Board may provide for the preparation and submission to the Members
and Associates, a written annual report, including a financial statement. Such report shall be made available for inspection by the Members and
Associates at regular Chapter meetings, or upon written request from a Member or
Associate, at such other times and places as may be considered reasonable and
mutually convenient.
ARTICLE XI:
FISCAL YEAR
SECTION 1. The fiscal year of this Chapter shall be to coincide with that of the
AzSEA, or such other period of 12 months as the board may from time to time
determine.
ARTICLE XII:
BYLAWS
SECTION 1. These bylaws shall become effective immediately upon their adoption.
Revocation of or amendments to these bylaws shall become effective
immediately upon their adoption unless the Board of Directors or Members, in
adopting them as hereinafter provided, shall provide that they are to become
effective at a later date.
SECTION 2. Subject to any provision of law applicable to the amendment of bylaws of
nonprofit corporations, these bylaws or any of them, may be altered, amended or
repealed and new bylaws adopted by the vote of a majority of the Members voting.
Such a vote shall be valid if the proposal(s) for bylaw changes are
submitted, in writing, to the entire membership, at the addresses on the
Chapter's files, and if the Members are given sixty (60) days, as the Board may
direct, to return their ballots by first class U.S. Mail to the business office
of the Chapter Secretary, or such other address as the Directors shall
designate.
ARTICLE XIII:
RULES OF ORDER
SECTION 1. Rules of order at any meeting of this Chapter shall follow Robert's Rules
Of Order, as revised.
ARTICLE XIV:
INDEMNIFICATION AND INSURANCE
SECTION 1. The Chapter shall have the right, but not the obligation, to purchase and
maintain insurance to the full extent permitted by law on behalf of all its
agents, including officers, directors, and employees against any liability
asserted against or incurred by the agent in such capacity arising out of the
agent's status as such. The cost of
said insurance shall be paid from the account of the Chapter.
ARTICLE XV:
DISSOLUTION
SECTION 1. The dissolution or winding up of the Chapter shall follow the
requirements of the state of Arizona Corporate Code. Upon
dissolution of this Chapter, its assets shall be distributed for one or more
exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue
Code, or corresponding section of any future federal tax code, or shall be
distributed to the federal government, or to a state/commonwealth or local
government, for a public purpose. It
shall be the duty of the Board of Directors to select such exempt organization
and/or government entity.
Date Ratified: ______________
2000
