Society Bylaws
As Amended May 19, 2004
Article I - Purposes
1. Objects
The objects of the Massachusetts Society of Certified Public Accountants, Inc., hereinafter referred to as the Society, shall be to unite for common purposes the members of the accounting profession; to promote and maintain high professional and moral standards; to safeguard the interests of Certified Public Accountants; to advance the art of accounting; to develop and improve accounting education; and to encourage cordial relations among accountants.Article II - Membership
1. Membership
The membership shall consist of Fellows, Associates and Honorary Members who shall be qualified as set forth in this Article and shall have been elected to membership.2. Fellows
A Fellow shall be a Certified Public Accountant under the laws of Massachusetts.3. Associates
An Associate shall be: (a) Any non-certified professional in the employ of or supervised by a Fellow of the Society, or who holds an interest in a firm practicing public accountancy whose other partners, shareholders and/or members include a Fellow of the Society.
(b) A Certified Public Accountant under the laws of another state; or
(c) A teacher regularly engaged in the teaching of accounting as a faculty member of a degree granting institution in Massachusetts; or
(d) An employee of a Federal, State or local governmental unit in Massachusetts engaged in accounting, auditing or taxation; or
(f) An Associate of the Society on May 1, 1967.
(g) Any person passing the CPA Exam.
(h) A citizen of another country who holds a valid professional certification in an accounting or finance-related profession.
An Associate shall not have the privilege of representing himself to the public as a member of the Society.
(b) A Certified Public Accountant under the laws of another state; or
(c) A teacher regularly engaged in the teaching of accounting as a faculty member of a degree granting institution in Massachusetts; or
(d) An employee of a Federal, State or local governmental unit in Massachusetts engaged in accounting, auditing or taxation; or
(f) An Associate of the Society on May 1, 1967.
(g) Any person passing the CPA Exam.
(h) A citizen of another country who holds a valid professional certification in an accounting or finance-related profession.
4. Honorary Members
An Honorary Member shall be any person recommended in writing by the Board of Directors upon whom honorary membership then is conferred by a vote of two-thirds of all Fellows present at a regular meeting of the Society.Article III - Election of Members
1. Application
Except as to Honorary Members, application for membership and reinstatement of membership under Article XI, Section 4(a) and (b) shall be made to the Society in writing. Each such application shall; (a) State the class of membership sought;
(b) Set forth the qualifications of the applicant;
(c) Be accompanied by applicable initiation fee except as noted in Article XI, Section 4(a);
(d) Contain a statement by the applicant that, if elected, he agrees to abide by the Bylaws and Code of Professional Ethics of the Society.
(b) Set forth the qualifications of the applicant;
(c) Be accompanied by applicable initiation fee except as noted in Article XI, Section 4(a);
(d) Contain a statement by the applicant that, if elected, he agrees to abide by the Bylaws and Code of Professional Ethics of the Society.
2. Initiation Fee
There shall be initiation fees for Fellows and for Associates but not for Honorary Members, in such amounts as shall have been determined by the Board of Directors. The initiation fee shall be returned to any applicant who fails of election.3. Publication
The name of each applicant for membership shall be presented to the Board of Directors at such time and, in such manner as the Board of Directors in its discretion deems appropriate.4. Election
Election shall be temporary from the date the applicant's name is presented to the Membership Director, and becomes permanent upon presentation to the Board. If a protest is received to an application, the matter shall be brought to the Board of Directors for determination. The Board of Directors, in its sole discretion, shall determine whether the applicant is qualified and taken off temporary status.5. Notification
The Secretary shall notify each applicant in writing of his election or non-election to membership. Upon becoming a Fellow, each Fellow shall receive a certificate of membership which shall be surrendered to the Secretary when his membership ceases by reason other than death.6. Reapplication
An applicant who fails of election to membership shall not have his reapplication for membership considered within one year from notification of his non-election.7. Associate Qualifying as Fellow
Upon an Associate's becoming a Certified Public Accountant under the laws of Massachusetts, his membership automatically shall be changed from Associate to Fellow, and he thereupon shall be liable for payment of additional dues as determined by the Board of Directors.Article IV - Officers
1. Composition and Tenure
The Officers shall be President, a President-Elect, three Vice-Presidents, one being the Vice-President of Finance; and a Secretary/Treasurer who shall also be clerk and Executive Director. An Officer, except the Secretary/Treasurer, shall be a Fellow. The President shall hold office from annual meeting to annual meeting. Each other Officer, except the Secretary/Treasurer who is appointed by the Board of Directors, shall hold office from annual meeting to annual meeting following the annual meeting at which he is elected or until election or appointment of his successor.2. Resignation or Removal
The resignation of an Officer shall be tendered to the Board of Directors. Any Officer may be removed from office by vote of two-thirds of all Fellows present in person at a meeting of the Society, the call for which contained a notice of intent to consider such removal.3. President
The President shall be the Chief Executive Officer. He shall preside at all meetings of the Society and of the Board of Directors. He shall abide by and enforce the Bylaws of the Society and shall perform duties designated elsewhere in these Bylaws and duties ordinarily pertaining to the Office of President or assigned to him by the Board of Directors.4. President-Elect
The President-Elect shall succeed to the office of President at the annual meeting following the annual meeting at which he is elected President-Elect. If the Office of President becomes vacant by reason of death, resignation, removal, permanent disability or other cause permanently impairing the ability of the President to perform his duties during the remainder of his term, the President-Elect shall thereupon succeed to that office. If the President is absent or is temporarily unable to act, the President-Elect shall act in his stead.5. Vice President of Finance
The Vice President of Finance shall have overall responsibility for the financial planning and policy development of the Society. He shall also chair the Finance Committee.6. Vice Presidents
The Vice Presidents shall perform executive and other duties ordinarily pertaining to their offices or delegated to them by the President or the Board of Directors.
7. Secretary/Treasurer
The Secretary/Treasurer shall keep a record of the proceedings of the meetings of the Society and of the Board of Directors, shall issue all notices and calls for meetings, shall conduct the correspondence of the Society, and shall perform other duties designated elsewhere in these Bylaws and duties ordinarily pertaining to his office or as the President or Board of Directors may direct. If the Secretary is not present at a meeting or is temporarily unable to keep a record of the proceedings of a meeting, a person designated by the Presiding Officer of the Meeting shall record its proceedings. The Secretary/Treasurer shall have custody of all monies, securities, and valuable papers of the Society; shall collect all dues, fees, charges and assessments; shall deposit promptly all monies received in one or more banks or trust companies designated by the Board of Directors; shall pay all bills after approval thereof in the manner and form designated by the Board of Directors; shall keep a correct account of all receipts, disbursements and funds and render a report thereon annually or when requested by the Board of Directors; and shall perform other duties ordinarily pertaining to his office or delegated to him by the President or the Board of Directors. 8. Substitute for Secretary/Treasurer
If the Secretary/Treasurer is absent or is temporarily unable to act (except as provided in Section 7 of this Article) a member of the Board of Directors designated by such Board shall act in his stead.Article V - Board of Directors
1. Composition and Tenure
There shall be a Board of Directors, which shall consist of the President, the President-Elect, the Vice-Presidents, the Vice-President of Finance, the Secretary/Treasurer, the immediate Past-President, and twelve other elected Fellows. Six of such other Fellows shall be elected each year to serve for the next two succeeding annual meetings. At least one of the twelve elected members shall be a Fellow not actively engaged in the practice of public accounting as a principal, partner or employee. The President shall serve as Chairman of the Board of Directors.2. Resignation or Removal
The resignation of a member of the Board of Directors shall be tendered to the Board of Directors. Any member of the Board of Directors may be removed from office by vote of two-thirds of all Fellows present at a meeting of the Society, the call for which contained a notice of intent to consider such removal. The absence of any elected member of the Board of Directors from three consecutive meetings thereof shall be deemed a tender of his resignation therefrom unless there is an explanation satisfactory to the Board of Directors.3. Powers and Duties
The Board of Directors shall be the governing body of the Society. The Board shall administer the affairs of the Society, supervise its property and finances, name an auditing committee to select an auditor, and exercise such other powers and perform such other duties as may be designated in these Bylaws or voted by the Society.4. Meetings
The Board of Directors shall meet at the call of the President or upon written notice signed by three members of the Boards of Directors and sent to each member thereof. Ten members shall constitute a quorum. The Board of Directors through the Secretary/Treasurer, shall keep a record of its proceedings which shall be accessible to Fellows at the office of the Society during business hours.Article VI - Nominations and Elections
1.
There shall be a Nominating Committee which shall consist of ten Fellows each elected to serve from annual meeting to annual meeting following the annual meeting at which he is elected or until the election of his successor. One of those Fellows shall be the President-Elect who shall chair the committee. No fellow shall serve for more than two consecutive years as a member of the Nominating Committee. The Nominating Committee shall meet at the call of the President or of its Chairman or upon notice by four or more of its members. The resignation of a member of the Nominating Committee shall be tendered to the Board of Directors. Any member of the Nominating Committee may be removed from office by two-thirds of all Fellows present in person at a meeting of the Society, the call for which contained a notice of intent to consider such removal.2. Nominations by the Nominating Committee
The Nominating Committee shall make such nominations as required for Officers, except Secretary/Treasurer, elected members of the Board of Directors, and the Nominating Committee and shall report on its nominees in writing to the Secretary/Treasurer at least forty-five days prior to the annual meeting or fourteen days prior to any other meeting at which an election is to be held. A copy of the report of the Nominating Committee shall be sent by the Secretary/Treasurer to each Fellow of the Society at least thirty days prior to the annual meeting or with the notice of any other meeting at which an election is to be held.3. Independent Nominations
Any group of Fellows constituting at least 10% of the Fellows of the Society may submit independent nominations for election at the annual meeting, such independent nominations to be filed with the Secretary/Treasurer at least twenty days before the annual meeting and sent by him to Fellows at least ten days before the annual meeting. Nominations may be made from the floor at any meeting at which an election is held but only by the consent of a majority of the Fellows present.4. Elections
Officers, except Secretary/Treasurer, elected members of the Board of Directors, and members of the Nominating Committee shall be elected by a majority of the votes cast at the annual meeting of the Society. Elections shall be by ballot, except that where there is but one nominee for an office the ballot for election to that office may be dispensed with by unanimous vote and such nominee then automatically shall be deemed elected.5. Vacancies
Except as provided in Section 4 of Article IV, vacancies occurring in the Officers, Board of Directors, or Nominating Committee by reason of death, resignation, removal, permanent disability or other cause permanently impairing the ability of the incumbent to perform his duties during the remainder of his term, shall be filled for the vacated and unexpired term of service at a meeting of the Society held after such vacancy occurs. Notice of the election to fill the vacancy and report of the Nominating Committee shall be inserted in the notice for such meeting. In case of emergency the Board of Directors shall have the power to fill temporarily any vacancy pending election of a successor as herein provided. When there is a reasonable doubt whether a vacancy has occurred, the Board of Directors shall decide whether a vacancy in fact has occurred.Article VII - Professional Conduct and Discipline
1.Sub-Committee on Professional Ethics
There shall be a sub-committee of the Board of Directors on Professional Conduct which shall consist of a Chair and not less than two other Fellows appointed annually by the President and continuing in office to the end of the fiscal year or until their successors are appointed. The general duties of the committee shall be to promote and maintain high professional, ethical and moral standards among the membership. The committee shall assist the President and the Board of Directors in the enforcement of this Article of these Bylaws.2. Code of Professional Conduct
The Society shall adopt as its Code of Professional Conduct (The Code); the Code of Professional Conduct of the American Institute of Certified Public Accountants, Inc. (AICPA) then in effect, except that in the case of any conflict between the Code and these Bylaws, these Bylaws shall prevail. The Code may be amended by a two-thirds vote of the Board of Directors provided that prior notice be given to all the members of the Board of Directors of the proposed amendments. The Board of Directors may make, or may authorize the Committee on Professional Ethics to make, subject to ratification of the Board of Directors, interpretive or case rulings construing the Code. The Code, and amendments thereto and interpretations thereof, shall be binding on the membership. (a) The disciplinary proceedings of the Society shall be governed by these Bylaws and by the Code of Professional Conduct of the AICPA as adopted by the Society and as they may be hereafter amended (in accordance with Section 2 of this Article).
(b) [1] Whenever a member of the Society, 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 existing agreement between the Society 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, and then operative rules of the Joint Trial Board Division of the AICPA and the then operative joint ethics enforcement procedures in effect by virtue of the agreement between the Society and the AICPA.
(c) All committees, boards, and other bodies of the Society are hereby empowered to carry the provisions of subsections (b)[1] and [2] 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 Society and the AICPA at the time of such action.
(d) [1] Membership in the Society shall be suspended without a hearing should there be filed with the Secretary/Treasurer of the Society a judgment of conviction imposed upon any member for:
[3] Membership in the Society shall be suspended without a hearing should a member of the Society voluntarily agree to resolve any disciplinary proceedings on terms acceptable to the sub-committee of the Board of Directors on Professional Conduct.
(e) Notice of the result of final action in every disciplinary matter under subsection (b)and subsection (d) shall be published in a membership periodical of the Massachusetts Society. In the case of action taken under subsection (c) the notice shall be in a form approved by the Chairman of the hearing panel which took the last action in the matter. In the case of action taken under subsection (d), the notice shall be in a form approved by the Board of Directors. In every case, the notice shall disclose the name of the member involved if the hearing panel or the Board Directors 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.
(f) Whenever, as a result of action involving the subcommittee on professional ethics or by operation of Article VII of the bylaws, a Member of the Society's membership is voluntarily or involuntarily terminated, the Secretary of the Society shall be required to promptly provide notice of the termination, along with copies of documentation reflecting the termination to the Massachusetts Board of Public Accountancy.
(b) [1] Whenever a member of the Society, 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 existing agreement between the Society 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, and then operative rules of the Joint Trial Board Division of the AICPA and the then operative joint ethics enforcement procedures in effect by virtue of the agreement between the Society and the AICPA.
(c) All committees, boards, and other bodies of the Society are hereby empowered to carry the provisions of subsections (b)[1] and [2] 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 Society and the AICPA at the time of such action.
(d) [1] Membership in the Society shall be suspended without a hearing should there be filed with the Secretary/Treasurer of the Society a judgment of conviction imposed upon any member for:
i. A crime defined as a felony (or its equivalent) under the law of the convicting jurisdiction;
ii. The willful failure to file any income tax return which he or she, as an individual taxpayer, is required by law to file;
iii. The filing of a false or fraudulent income tax return on his or her, or a client's behalf; or
iv. The willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client; and shall be terminated in like manner upon the similar filing of a final judgment of conviction.
[2] Membership in the Society shall be suspended without a hearing should a member's certificate as a certified public accountant, or license or permit to practice public accounting be suspended as a disciplinary measure by a State Board of Accountancy, but, such suspension of Membership in the Society shall terminate upon reinstatement of the certificate. Membership in the Society shall be terminated without hearing should such certificate, license or permit be revoked, withdrawn, or canceled as a disciplinary measure by the said State Board of Accountancy. ii. The willful failure to file any income tax return which he or she, as an individual taxpayer, is required by law to file;
iii. The filing of a false or fraudulent income tax return on his or her, or a client's behalf; or
iv. The willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client; and shall be terminated in like manner upon the similar filing of a final judgment of conviction.
[3] Membership in the Society shall be suspended without a hearing should a member of the Society voluntarily agree to resolve any disciplinary proceedings on terms acceptable to the sub-committee of the Board of Directors on Professional Conduct.
(e) Notice of the result of final action in every disciplinary matter under subsection (b)and subsection (d) shall be published in a membership periodical of the Massachusetts Society. In the case of action taken under subsection (c) the notice shall be in a form approved by the Chairman of the hearing panel which took the last action in the matter. In the case of action taken under subsection (d), the notice shall be in a form approved by the Board of Directors. In every case, the notice shall disclose the name of the member involved if the hearing panel or the Board Directors 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.
(f) Whenever, as a result of action involving the subcommittee on professional ethics or by operation of Article VII of the bylaws, a Member of the Society's membership is voluntarily or involuntarily terminated, the Secretary of the Society shall be required to promptly provide notice of the termination, along with copies of documentation reflecting the termination to the Massachusetts Board of Public Accountancy.
Article VIII - Other Committees
1. Standing Committees
Other standing committees may be constituted, and duties assigned to them, by the Board of Directors at its discretion. The Chairman and members of such committees shall be appointed by the President.2. Special Committees
The President shall have power to constitute special committees and assign to them duties at his discretion as occasion may arise.3. Composition and Tenure
Standing and special committees each shall consist of a Chairman and two or more members, appointed annually by the President. So long as each of such committees is in being, its members shall serve until their successors are appointed.Article IX - Meetings and Voting
1. Annual and Regular Meetings
The annual meeting of the Society shall be held in April or May of each year, at such hour and place as the Board of Directors designates. Additional meetings of the Society shall be held during the year at such date, hour and place as the Board of Directors may appoint.2. Special Meetings
Special Meetings - Special meetings of the Society shall be called by the President upon the written request of ten members of the Board of Directors, or upon written request of any 10% of the Fellows of the Society.3. Notice
Written notice of each meeting of the Society, setting forth the time, place and agenda, shall be sent to each member at least seven days prior to such meeting.4. Chairman
In case of absence from a meeting, of the President, the President-Elect and the Vice-Presidents, a Fellow of the Society shall be elected by the meeting to preside at such meeting as Chairman.5. Rules of Order
The usual parliamentary practice shall prevail as provided in Robert's "Rules of Order."6. Quorum
Fifty Fellows shall constitute a quorum, although a less number may adjourn the meeting to another time; in which case, notice shall be sent to each member of the Society stating the time and place to which the meeting was adjourned.7. Voting
Only Fellows have the right to vote. Except as otherwise provided in these Bylaws, approval of any matter put to a meeting shall be by a majority of the votes cast. Either a majority of the Fellows present at a meeting or a majority of the members of the Board of Directors, may direct the President to submit any question to the Fellows for a vote by mail. The Secretary/Treasurer shall prepare the mail ballot and set forth in it a fair summary of the arguments pro and con, and the results of any vote of the Board of Directors and of any vote at a meeting. Mail ballots shall be counted only if received within thirty days after the date of the mailing to the Fellows. If at least one-third of the Fellows vote upon the question by mail ballot, and at least two-thirds of those so voting vote in the affirmative, this shall constitute approval of the action.Article X - Dues
1. Amount
Each Fellow and Associate shall pay annual dues which shall be payable in advance on or before the first day of each fiscal year, for such fiscal year, in such amounts as shall have been determined by the Board of Directors. For purposes of determining dues and initiation fees, the Board of Directors may classify Fellows and Associates according to such factors as it deems to be relevant and prescribe dues and initiation fees of different amounts for each class so created.2. Exemptions
Honorary members shall be exempt from payment of dues.3. Remission or Refund
The Board of Directors shall have authority in its discretion to remit or refund the dues of a member, in whole or in part, on account of advanced age of such member, or, if it is not contrary to the interests of the Society, for other causes.4. Interpretation
In any case where there is doubts as to the amount of dues to be paid, or if strict application of the then existing dues schedule appears unfair, the Board of Directors shall determine which rate shall apply and its decision shall be final.Article XI - Termination and Reinstatement of Membership
1. Resignation
(a) A member may offer his resignation in writing at any time and it shall be effective on the date of receipt. However, the resignation of a member shall not become effective unless and until he has paid all indebtedness to the Society.
(b) The resignation of a member will not take effect if a member is under investigation by the Committee on Professional Ethics, or if a complaint or charge is pending against the member before the Joint Trail Board Division of the AICPA, unless the Board of Directors allows that such resignation be accepted. The resignation shall become effective upon exoneration and termination of the investigation by the Committee on Professional Ethics or upon exoneration by the Joint Trial Board Division of the AICPA.
(b) The resignation of a member will not take effect if a member is under investigation by the Committee on Professional Ethics, or if a complaint or charge is pending against the member before the Joint Trail Board Division of the AICPA, unless the Board of Directors allows that such resignation be accepted. The resignation shall become effective upon exoneration and termination of the investigation by the Committee on Professional Ethics or upon exoneration by the Joint Trial Board Division of the AICPA.
2. Expulsion or Suspension
A member may be expelled from the Society, or his membership may be suspended for a specified period, as provided in Article VII.3. Termination
(a) A member who fails for Sixty days to make any payments due the Society shall be reported in writing by the Secretary/Treasurer to the Board of Directors and thereupon shall be sent a written request to pay the amount in arrears. Thirty days after the date of such request, if the debt remains unpaid, the membership of the delinquent shall terminate and notice to that effect shall be sent to his address.
(b) Termination for failure to pay dues shall not take effect if a member is under investigation by the Committee on Professional Ethics, or if a complaint or charge is pending against the member before the Joint Trial Board Division of the AICPA. The termination shall become effective upon exoneration and termination of the investigation by the Committee on Professional Ethics or upon exoneration by the Joint Trial Board Division of the AICPA.
(c) When an Associate, elected after April 30, 1967, no longer meets the qualifications for membership, his membership shall terminate at the close of the fiscal year in which he fails to qualify.
(b) Termination for failure to pay dues shall not take effect if a member is under investigation by the Committee on Professional Ethics, or if a complaint or charge is pending against the member before the Joint Trial Board Division of the AICPA. The termination shall become effective upon exoneration and termination of the investigation by the Committee on Professional Ethics or upon exoneration by the Joint Trial Board Division of the AICPA.
(c) When an Associate, elected after April 30, 1967, no longer meets the qualifications for membership, his membership shall terminate at the close of the fiscal year in which he fails to qualify.
4. Reinstatement
(a) A member who has resigned may apply for reinstatement and be reinstated by the same procedure required of any new applicant. A resigned member shall not be required to pay an initiation fee upon reinstatement.
(b) A member whose membership has terminated for failure to pay dues may apply for reinstatement and be reinstated by the same procedure required of any new applicant.
(c) A member who has been expelled under Article VII or whose resignation has been accepted under Article XI 1(b) may apply, in writing, at any time after three years from the effective date of such termination or resignation to the Board of Directors for reinstatement pursuant to Article III. The Board of Directors may then schedule a hearing to determine whether the applicant should be reinstated. If an applicant for reinstatement under this paragraph is denied, the individual concerned may again apply for reinstatement at any time after two years from the date of such denial.
(b) A member whose membership has terminated for failure to pay dues may apply for reinstatement and be reinstated by the same procedure required of any new applicant.
(c) A member who has been expelled under Article VII or whose resignation has been accepted under Article XI 1(b) may apply, in writing, at any time after three years from the effective date of such termination or resignation to the Board of Directors for reinstatement pursuant to Article III. The Board of Directors may then schedule a hearing to determine whether the applicant should be reinstated. If an applicant for reinstatement under this paragraph is denied, the individual concerned may again apply for reinstatement at any time after two years from the date of such denial.
Article XII - Chapters
1. Organization
Groups, each consisting of twenty or more Fellows of the Society residing or having a place of business in an area within the Commonwealth of Massachusetts elsewhere than in metropolitan Boston, may, with the approval of the Board of Directors, organize subsidiary groups within this Society to be known as chapters of this Society and to be designated as "(area name) Chapter of the Massachusetts Society of Certified Public Accountants, Inc." Chapters so formed shall be for the purposes of encouraging cordial relations among their members and the exchange of ideas relative to the practice and art of accountancy.2. Membership
Any member of the Society residing or having a place of business in the area assigned to a chapter may become a member of such chapter and retain his membership therein for so long as he may be a member of the Society, subject only to his abiding by the laws, rules and regulations applicable to his chapter. No member of the Society shall be a member of more than one chapter. A member shall hold the same class of membership in a chapter as he holds in the Society.3. Restrictions
The Bylaws, rules and regulations governing each chapter shall not be effective until approved by the Board of Directors, and shall, as far as is practicable, be uniform; and shall not conflict with those of the Society.Article XIII - Fiscal Matters and Miscellaneous
1. Fiscal Year
The fiscal year of the Society shall begin on May 1 for one year and end April 30 of the following year.2. Reserve Fund
The initiation fees provided in Article III, Section 2, and other such monies as directed by the Board of Directors, shall be set aside in a fund called the "Reserve Fund." These monies shall be invested as may be directed by the Board of Directors and shall not be drawn upon except by special vote of two-thirds of the elected members of the Board of Directors. Income that may be received from investment of the Reserve Fund shall be transferred to the general fund and become available for current purposes.Article XIV - Amendments
1. Initiation
Proposals to amend the Bylaws of the Society may be made by any 10% or more Fellows or by the Board of Directors. All such proposals shall be submitted in writing to the Secretary/Treasurer who shall refer to the Board of Directors any proposals not made by it.2. Enactment
An amendment to the Bylaws shall be made either at a meeting of the Society by vote of two-thirds of all Fellows present or by vote by mail ballot as provided in Article IX. Such meeting shall be held or such ballot mailed not later than five months after the proposal to amend is submitted in writing to the Secretary/Treasurer.
denotes Member-only content.
Members,