NCACPA Bylaws

Charter
The charter granted by the State of North Carolina on December 8, 1919, provides for the unlimited existence of the Association as a non-stock professional corporation with principal offices located at Raleigh, North Carolina.

Article I
Name and Purposes

1. The name of this organization shall be the "North Carolina Association of Certified Public Accountants, Incorporated."

2. The Association is organized to promote, develop and maintain the advancement of the accounting profession.

3. The corporate seal of the Association shall be circular in form, having displayed in its center the seal of the state of North Carolina, and in the outer circle, the following words and abbreviations: "N.C. Association of Certified Public Accountants, Inc. 1919."

4. The Association is not intended to, and may not, play any role in the competitive decisions of its members or their employees, or in any way restrict the competition in any aspect of the accounting profession. The Board of Directors through this statement of policy makes clear its unequivocal support for the policy of competition served by the antitrust laws and its uncompromising intent to comply strictly in all respects with those laws. It is the individual responsibility of every member of the Association to be guided by the antitrust laws. It shall be the special responsibility of all committee chairs, chapter officers, and Association officers and directors to assure that this policy is known and adhered to in the course of activities pursued under their leadership.

Article II
Membership

1. The membership shall consist of five classes: Fellow, Associate, Student, Life and Honorary members.

2. A Fellow shall be a certified public accountant who holds a valid certificate as such granted by a state within the United States or by other jurisdiction thereof.

3. Those applying for membership who first become eligible to take the Uniform CPA Examination after the year 2000 shall have obtained 150 semester hours of education at an accredited college or university including a bachelor’s degree or its equivalent.

4. Those applying who are engaged in the practice of public accounting as a proprietor, partner, member or shareholder, or as an employee who has been licensed as a CPA for more than two years, shall be practicing only in firms that are enrolled in a practice-monitoring program approved by the Board of Directors.

5. Associate membership shall be available to any person who is employed (or self-employed) in the field of accounting, who meets the requirements for election to membership detailed in Article III, and who meets any of the following criteria:

1. Such person has applied for and been accepted to take the Uniform CPA Examination, or has passed the Uniform CPA Examination but whose certificate is being withheld pending completion of the experience requirements, or

2. Such person is a professional staff person employed full- time in an accounting capacity and supervised by a Fellow member of NCACPA, or such person is a non-CPA stockholder in a corporation, a non-CPA member in a limited liability company or a non-CPA partner in a partnership or association engaged in the practice of public accounting.

3. Such person is a person teaching accounting in an accredited North Carolina college, university or community college on a full-time basis. Accreditation is defined as that which is acceptable to the North Carolina State Board of CPA Examiners.
    

To be eligible for Associate Membership, the applicant must not hold a North Carolina Certificate of Qualification or a CPA Certificate from another jurisdiction.

Associate membership shall continue until:

1. Qualifications for advancement to Fellow are achieved by the Associate Member, or

2. Such person no longer satisfies any of the aforementioned four criteria for Associate membership.

6. Student membership shall be available to:

1. Any person meeting the requirements for the election to membership detailed in Article III, who is currently enrolled full-time in a college or university at a sophomore level or above and is pursuing study in an accounting-related field, including an MBA or DBA.

2. An Associate or Fellow member who returns to school for the purpose of pursuing an advanced degree may elect the Student member status for dues billing purposes, but shall retain entitlement to all member benefits and services.

Student members shall be entitled to all benefits and services available to Fellow and Associate members. The membership fees collected from Student members shall be remitted to appropriate on-campus accounting entities to further enhance the image of the Association to students. Student membership shall continue until the person no longer meets any of the qualifications for Student membership, except that a graduate may retain Student membership status until employed, but not longer than one year from their graduation date.

7. The Association, by a unanimous vote of all Fellow members present at the Annual Business Meeting, may confer Life membership upon any Fellow nominated for this honor by the Board of Directors.

8. The Association, by a unanimous vote of all Fellow members present at the Annual Business Meeting may confer Honorary membership upon any person nominated by the Board of Directors.

9. Only Fellow members shall vote.

Article III
Election to Membership

1. Applications for admission shall be made on forms provided by the Association. Applications shall be subject to the payment of application fees set by the Board of Directors.

2. Application forms shall contain an agreement binding the applicant to obey the bylaws, Code of Professional Conduct, and all other rules and regulations of the Association, if elected.

3. Applications for membership shall be recorded in the administrative offices of the Association and published in the next newsletter mailed to the membership under the heading "Welcome New Members."

4. Upon election, each Fellow member shall be entitled to a certificate of membership setting forth that he or she is a member of the Association, but no certificate shall be issued until receipt of dues apportioned to the end of the current fiscal year.

Article IV
Government

1. The Board of Directors shall have general charge and control of the affairs, funds and property of the Association and shall carry out the objectives of the Association in accordance with these bylaws. The chief elected volunteer shall be Chair of the Board. A majority of directors present shall constitute a quorum for the transaction of business.

2. The Board of Directors may employ persons to assist the officers in the discharge of their duties, and fix the duties and compensation of such persons within budgetary limits. The chief staff officer shall be called Chief Executive Officer (CEO).

3.    

1. The Executive Committee shall have the authority to act for the Board of Directors and carry out the policies of the Board. This committee shall serve in an advisory and supervisory capacity to the CEO and shall be used to facilitate the handling of urgent current problems and to make preliminary investigations of major or long-range issues.

2. All actions by the Executive Committee shall be reported to the Board of Directors, for its ratification, at its next meeting succeeding such action. Regular minutes of the proceedings of the Executive Committee shall be kept. A majority of the voting members of the Executive Committee shall constitute a quorum.

Article V
Meetings

1. The Annual Business Meeting of the Association may be held at any time during the fiscal year. The time and place of the Annual Business Meeting shall be decided by the Board of Directors, who are hereby empowered to set such time and place for up to ten years in advance. Notice of the meeting shall be published to the membership at least sixty (60) days prior to the Annual Business Meeting.

2. Special meetings of the Association may be called by the Chair, or a majority of the Executive Committee, at any time, and shall be called upon the written request of one percent of the Fellow members of the Association. No business other than that for which the special meeting was called shall be transacted. Notice shall be mailed to the Fellow members, stating the purpose of the meeting at least 14 days prior to a special meeting.

3. At any annual business or special meeting of the Association, 75 Fellow members present shall constitute a quorum for the transaction of business.

4. Meetings of the Board of Directors shall be called by the Chair, or upon written notice by at least five Board members submitted to the Chair of the Association.

Article VI
Order of Business

1. The order of business at the Annual Business Meeting shall be as follows, subject to changes by consent of a majority of the Fellow members present:

1. Call for quorum of members present

2. Approval of the minutes of the preceding meeting

3. Reports of Legal Counsel

4. Report of NC CPA Foundation Inc.

5. Report of the NC CPA Political Action Committee

6. New business, motions and resolutions

7. Election of officers and directors

8. Other matters

2. On all questions of parliamentary procedure, Roberts Rules of Order shall govern.

Article VII
Officers and Directors

1. The officers of the Association shall be a Chair, a Chair-Elect, a Secretary, and a Treasurer. The CEO shall be the Secretary. The other officers shall be elected from among the Fellow members of the Association.

2. The Chair, the Chair-Elect, and the Treasurer shall be elected by ballot at the Annual Business Meeting, or at any adjourned meeting of the same, by a vote of the majority of the Fellow members present. The Chair, the Chair-Elect, and the Treasurer shall hold their respective offices until their successors are elected.

3. Directors shall be elected at the Annual Business Meeting, or adjourned meeting of the same, from among the Fellow members, by a vote of the majority of the Fellow members present. The directors shall hold office until their successors are elected. The Board of Directors shall consist of the Chair, the Chair-Elect, the Treasurer, the immediate Past Chair and fifteen (15) additional directors. Effective with the 2001 Annual Business Meeting, annually, five (5) Fellow members shall be elected as directors for terms of three years.

4. The Executive Committee shall consist of the Chair, the Chair-Elect, the Treasurer, and the immediate Past Chair together with two directors—who shall be elected by the Board of Directors at a duly called meeting and by a majority vote of those attending. The CEO shall serve as Secretary to the corporation and is a non-voting member of the Executive Committee.

5. Any officer, director or trustee or former officer, director or trustee, or any person who may have served at the request of the Association as an officer, director or trustee, whether for profit or not, shall be indemnified by the Association against expenses actually and necessarily incurred by such person or persons in connection with the defense of any action, suit or proceeding in which such person or persons is made a party by reason of being or having been such director, officer or trustee, except in relation to matters as to which such persons shall be adjudged in such action, suit or proceeding to have acted in bad faith or have been liable or guilty by reason of willful misconduct in the performance of duty; but with the exception of such statutory limitations, the Association does hereby indemnify any such person for any expenses incurred in the defense of any action, suit or proceeding with regard to negligence or breach of duty or any other matter arising out of the performance of their duty on behalf of the Association.

6. Any director who shall miss three consecutive regularly scheduled Board meetings shall be deemed to have resigned.

Article VIII
Election of Officers and Directors

1. Each office, except that of Chair and Secretary, shall be filled by a separate election in the following order: (a) Chair-Elect, (b) Treasurer, and (c) directors as required. The Chair-Elect shall automatically become Chair upon the election of his or her successor. If there is any contest for any office, the procedure outlined in Section 3 of this article shall be followed; otherwise, upon proper motion the Chair shall declare any such person elected to such office or as a director.

2. In the event of death, disability or resignation of any officer or director of the Association, the Board of Directors shall elect another qualified Fellow of the Association to fill such vacancy for the unexpired term.

3. In voting for officers and directors, the Chair may appoint tellers to count the votes cast for each candidate and report the results immediately. If there is no majority on the first vote, additional votes shall be taken at once until an election is effected.

4. The Nominating Committee shall be composed of three next preceding Past Chairs, the Chair-Elect, two members of the Board of Directors currently serving their final year who shall be elected by the Board of Directors, and two members elected by the Board of Directors from a list consisting of one nominee selected by each of the chapters. The immediate Past Chair shall serve as vice chair during his first year on the committee and as chair during his second year on the committee.

5. Each chapter and committee of the Association shall be asked to select from its Fellow members a nominee for the Nominating Committee and to submit it to the Board to consider.

6. The Nominating Committee shall, at least 90 days before the election, submit to the membership one Fellow for each office or directorship to be filled. Nominees for the office of Chair-Elect shall have past or current service on the Board of Directors. Nominations for officers and directors shall include at least one nominee not in public. Members of the Nominating Committee are ineligible for nomination as an officer or director.

7. Additional nominations for directors and officers must be submitted in writing to the Secretary of the Association at least 60 days prior to the election and submitted to the membership. Nominations must be supported by the signatures of not less than 15 Fellow members.

8. Each chapter and each committee of the Association may submit each year to the Nominating Committee nominees for members of the Board of Directors and for officers. Each chapter and each committee of the Association will be provided information about the Board of Directors, including backgrounds of continuing members, and the criteria for election as an officer or director.

Article IX
Duties of Officers

1. It shall be the duty of the Chair to preside at all meetings of the Board of Directors and
   the Executive Committee, and to enforce all bylaws and regulations relating to the
   administration of the Association. The Chair shall call meetings of the Board of Directors and the Executive Committee. Special meetings of the Association may be called as provided in Article V, Section 2.

2. The Chair-Elect shall appoint the chair and members of all committees, except the Nominating Committee and the Executive Committee, to serve during his or her term as Chair. Upon becoming Chair, he or she shall appoint additional chairs and members, as necessary, to all committees, except the Nominating Committee and the Executive Committee, to serve during his or her term in office. In the absence of the Chair, the Chair-Elect shall have all of the powers and prerogatives of the Chair.

3. The Secretary shall supervise the entering of all resolutions and proceedings of meetings, or of any committee, in proper books of the Association, and the minutes of all such meetings shall be sufficient and conclusive evidence of the facts therein stated. The Secretary shall have the responsibility for all correspondence relating to the Association, shall issue all notices of meetings, shall have charge of the seal and perform all duties pertaining to the office of Secretary. The Secretary shall keep a register of the members of the Association, which shall contain their business addresses. He shall also keep full and complete minutes of the Board of Directors and Executive Committee and shall perform such other duties as the Board may direct. The Secretary shall function as primary liaison with the NC State Board of CPA Examiners and with the Association’s general counsel.

4. The Treasurer shall be responsible for the financial reporting of the Association. He or she shall present reports on the financial condition of the Association at each meeting of the Board of Directors and at the Annual Business Meeting of the Association. He or she shall have responsibility over the Association’s funds and investments as may be delegated by the Board of Directors. He or she shall perform all other duties ordinarily pertaining to the office of Treasurer or delegated to him or her by the Board of Directors.

Article X
Committees

1. Committees are to be formed to carry out their assigned tasks. They shall be an effective means of creating and developing new ideas in their specific areas and to carry on programs of activity falling within their scope of interest and responsibility. Committees shall not have the power to adopt policies or make financial or other commitments without approval of the Board of Directors. Specific duties of each committee are to be outlined in an annual action plan. The functions and duties of committees may be added to or changed as directed by the Chair and/or the Board of Directors.

2. Committee members shall be appointed for terms of one year and shall serve until their successors have been appointed. The Board of Directors may create such special or ad hoc committees as it may from time to time deem necessary to carry out the business of the Association. The Chair-Elect shall have the power to appoint the chairs and members of such committees prior to the Annual Business Meeting at which he assumes the office of President.

3. The Chair shall be a non-voting member of every committee.

4. Committees, task forces, advisory groups, councils and cabinets shall consist of Fellow and/or Associate members. The Professional Ethics Advisory Group shall be composed of Fellow members only. Each committee shall be subject to the call of its chair.

5. Each committee chair shall submit a written report to the board of directors upon request outlining the activities of his or her committee. If the committee’s activities are subject to business to be brought before the Annual Business Meeting, the chair may be asked to give all or portions of his or her report orally at the meeting.

6. The Chair shall have the power to appoint special committees or task forces and additional members to existing committees, task forces, advisory groups, councils and cabinets as the need arises.

7. The provisions of this Article shall not apply to the Executive or Nominating Committees, whose form and functions are specified elsewhere in these bylaws.

Article XI
Joint Ethics Enforcement Plan

1. The Code of Professional Conduct of the Association consists of the Code of Professional Conduct of the American Institute of Certified Public Accountants (AICPA) as now constituted and as may be hereafter amended, except that in case of any conflict between that Code and these bylaws, the bylaws of the Association shall prevail.

2.     

1. Whenever a member of the Association, whether or not he or she is a member of the AICPA, shall be charged with violating these bylaws or any Code of Professional Conduct promulgated hereunder, the said charge shall be initiated in accordance with the terms of any then subsisting agreement between the Association and the AICPA relating to ethics enforcement.

2. In further event that a hearing is required to dispose of such charge or charges, the hearing shall be conducted under the terms of the aforesaid agreement, the then operative rules of the Joint Trial Board and the then operative joint ethics enforcement procedures in effect by virtue of the agreement between the Association and the AICPA.

3. All committees, boards, and other bodies are hereby empowered to carry the provisions of Section 2(a) and (b) into effect by acting jointly and in cooperation with the appropriate bodies of the AICPA under the agreements, rules and procedures in effect between the Association and the AICPA at the time of such action.

1. Membership in the Association may be suspended without a hearing upon a filing with the Secretary of the Association a judgment of conviction imposed upon any member for:

1. A crime defined as a felony (or its equivalent) under the law of the convicting jurisdiction;

2. The willful failure to file any income tax return, which he or she, as an individual taxpayer, is required by law to file;

3. The filing of a false or fraudulent income tax return on his or her, or a client’s behalf; or

4. The willful aiding in the preparation and presentation of a false or fraudulent income tax return.

2. Membership shall be terminated in like manner upon filing of a final judgment of conviction.

3. Membership in the Association may be suspended without a hearing should a member’s certificate as a Certified Public Accountant, or the license or permit to practice as such or to practice public accounting be suspended as a disciplinary measure by authority of any state or territory of the United States or the District of Columbia.

4. Membership in the Association may be terminated (without hearing) should certificate, license, or permit be revoked, forfeited, or cancelled as a disciplinary measure by authority of any state or territory of the United States or the District of Columbia.

5. Prior to either suspension or termination, the member may request a hearing before the Board of Directors of the Association. The Board of Directors may delegate such hearing to the Executive Committee.

5. Notice of the result of final action in every disciplinary matter under Section 3 and Section 4 of this article shall be published in the newsletter of the Association. In the case of action taken under Section 3, the notice shall be in a form approved by the chair of the hearing panel which took the last action in the matter. In the case of action taken under Section 4, the notice shall be in a form approved by the chair of the Joint Trial Board. In every case the notice shall disclose the name of the member involved if the hearing panel of the Committee on Professional Ethics so decides by a majority of the members present and voting at the meeting or hearing at which the action is taken. No such publication shall be made until such decision shall have become effective according to any then governing rules.

Article XII
Finances

1. The fiscal year of the Association shall begin on May 1 of each year and end on the following April 30.

2. The Board of Directors, not later than May 31 of each year, shall adopt a budget for the year ending the following April 30. Such budget shall include estimated revenues and expenditures for all funds of the Association. The Board may amend the budget from time to time.

3. The Board of Directors shall cause the annual financial statements of the Association to be audited by Certified Public Accountants each fiscal year.

4. The Board of Directors shall require the Treasurer and any employee of the Association acting as assistant to the Treasurer, or as administrative trustee of insurance funds, to furnish a surety bond in form and amount approved by the Board of Directors. Such bonding shall be an Association expense.

Article XIII
Fees, Dues and Assessments

1. The application fee shall be set by the Board of Directors.

2. The annual Association dues shall be set by the Board of Directors and shall be payable in advance when billed. No dues shall be charged for Life or Honorary memberships. No dues shall be charged a Fellow member who has reached the age of 70 or a retired member who has reached the age of 65 and who has been a dues-paying Fellow member during the ten years preceding the year in which these ages are attained.

3. All Fellow, associate, and student members automatically become members of a chapter of the Association. No additional chapter dues are collected.

4. The Board of Directors may waive any dues or assessments, past due or to become due, of any member when good reason may be shown for so doing.

5. The Association, by majority vote of the Fellow members present at any called meeting, regular or special, may levy upon dues-paying members within the state an assessment not to exceed in any one fiscal year the amount of the annual dues, provided that notice and purpose thereof shall have been incorporated in the notice for the meeting in which the assessment is made. A newly elected or newly advanced member shall not be liable for the payment of any assessment imposed prior to the date of his election or advancement.

6. Any member who shall fail to pay any dues or assessment within 90 days after they become payable may be deprived automatically of all rights and privileges of membership, and such deprivation shall continue as long as such dues and assessments remain in arrears.

7. Members dropped for non-payment of dues may be reinstated by the Board of Directors upon payment of an application fee, the delinquent dues for which the member was dropped and the applicable dues for the current year.

8. No resignation of membership shall be accepted by the Board if unadjudicated Ethics charges under Article XI are pending against the member.

Article XIV
Chapter Organization

1. The chapters are an integral part of the Association and accordingly, they are governed by the policies established by the Board of Directors.

2. Sixteen or more Fellow members of the Association may petition the Board of Directors for a charter as a formal area chapter. If authorized to organize by the Board of Directors, such chapter shall be known as (name of area or community) Chapter of the North Carolina Association of Certified Public Accountants, Inc. and chapter membership shall be restricted to members of the Association in good standing.

3. Every member of the Association, except non-resident members, shall be a member of a chapter. Each member shall have the right to choose a chapter.

4. A chapter shall not engage in any activity inimical to the objectives or programs of the Association, and any contemplated activity affecting the profession as a whole shall be referred to the Board of Directors of the Association for approval.

5. All chapters shall be governed by uniform chapter bylaws approved by the Board of Directors of the Association.

6. A chapter may be dissolved for low activity or membership or for any other reason considered sufficient by the Board of Directors of the Association. Such board action shall require a vote of 75 percent of the entire board.

Article XV
Amendments to Charter, Bylaws, and Rules

1. These bylaws may be amended, repealed, or altered in whole or in part by a two-thirds majority vote at any duly organized meeting of the Board of Directors of the association. However, any bylaw provision that is adopted by the general membership may not thereafter be amended, repealed or altered by the Board of Directors.

2. Rules of professional conduct adopted by the membership shall be a part of these bylaws and shall be amended, added to or repealed in the manner prescribed for making changes in the bylaws.

3. These bylaws may be amended, added to or repealed as follows:

1. At the Annual Business Meeting of the Association, by a two-thirds vote of the Fellow members present; provided that written notice of such changes shall have been embodied in the call and provided to each member at least 30 days prior to the meeting, together with the recommendations of the Board of Directors as attested by the Chair.

2. Amendment or changes of the bylaws of the Association may be submitted by the Board of Directors to all Fellow members for referendum by mail, together with recommendations of the Board of Directors as attested by the Chair, in lieu of the procedure in sub-paragraph (a). If such amendment or change is approved by two-thirds of a required 150 or more votes within 21 days following mailing of the ballot, the amendment shall be declared by the President to be in effect.

3. These bylaws may be amended, repealed, or altered in whole or in part by a two-thirds majority vote at any duly organized meeting of the Board of Directors. However, any bylaw provision that is adopted by the general membership may not thereafter be amended, repealed or altered by the Board of Directors.