Society Bylaws
As Amended May 13, 2008
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; or
(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
(e) Any person passing the CPA Exam.
(f) A citizen of another country who holds a valid professional certification in an accounting or finance-related profession.
An Associate shall have the privilege of representing himself/herself to the public as an associate 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
(e) Any person passing the CPA Exam.
(f) 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; State the class of membership sought;
(b) Set forth the qualifications of the applicant;
(c) Be accompanied by an application fee except as noted in Article XI, Section 4(a);
(d) Contain a statement by the applicant that, if elected, he/she 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 an application fee except as noted in Article XI, Section 4(a);
(d) Contain a statement by the applicant that, if elected, he/she agrees to abide by the Bylaws and Code of Professional Ethics of the Society.
2. Application Fee
There shall be application 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 application fee shall be returned to any applicant who fails 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 Vice President, Member Services 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 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 membership ceases by reason other than death.6. Reapplication
An applicant who fails election to membership shall not have his/her reapplication for membership considered within one year from notification of non-election.7. Associate Qualifying as Fellow
Upon an Associate's becoming a Certified Public Accountant under the laws of Massachusetts, membership automatically shall be changed from Associate to Fellow, and he/she 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 Chairman, a Chairman-Elect, three Vice-Chairmen, one being the Vice- Chairman of Finance; and President/CEO who shall also serve as a Secretary/Treasurer and clerk. An Officer, except the President /CEO, shall be a Fellow. The Chairman shall hold office from annual meeting to annual meeting. Each other Officer, except the President/CEO who is appointed by the Board of Directors, shall hold office from annual meeting to annual meeting following the annual meeting at which he/she is elected or until election or appointment of his/her 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. Chairman
The Chairman shall preside at all meetings of the Society and of the Board of Directors. He/she 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 Chairman or assigned by the Board of Directors.4. Chairman-Elect
The Chairman-Elect shall succeed to the office of Chairman at the annual meeting following the annual meeting at which he/she is elected Chairman -Elect. If the Office of Chairman becomes vacant by reason of death, resignation, removal, permanent disability or other cause permanently impairing the ability of the Chairman to perform duties during the remainder of his/her term, the Chairman -Elect shall thereupon succeed to that office. If the Chairman is absent or is temporarily unable to act, the Chairman -Elect shall act in his/her place.5. Vice-Chairman of Finance
The Vice- Chairman of Finance shall have overall responsibility for the financial planning and policy development of the Society. He/she shall also chair the Finance Committee.6. Vice Chairman
The Vice- Chairman shall perform duties ordinarily pertaining to their offices or delegated to them by the Chairman or the Board of Directors.7. President and CEO
The President shall be the Chief Executive Officer of the Corporation within the framework of these Bylaws and the plans and policies adopted by the Board. The President shall provide leadership and administrative staff support in the conception and development of objectives, plans, policies and budgets for consideration and adoption by the Board of Directors. He/she shall direct, evaluate and control the management and staff of the corporation and shall report regularly to the Board of Directors on specific plans and on progress towards their attainment.8. 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 the office or as the Chairman 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 the office or delegated by the Chairman or the Board of Directors. If the Secretary/Treasurer is absent or is temporarily unable to act, a full time employee or a member of the Board of Directors designated by such Board shall act in his/her stead.Article V - Board of Directors
1. Composition and Tenure
There shall be a Board of Directors, which shall consist of the Chairman, the Chairman -Elect, three Vice-Chairmen, one being the Vice-Chairman of Finance, the President/CEO, the immediate Past- Chairman, 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.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 shall be deemed a tender of his/her resignation 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 Standing and Special committees, 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 Chairman or upon written notice signed by three members of the Board 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/she is elected or until the election of his/her successor. One of those Fellows shall be the Chairman -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 Chairman of the Board of Directors 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 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.2. Nominations by the Nominating Committee
The Nominating Committee shall make such nominations as required for Officers, except President/CEO, 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 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 The President/CEO, 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/her duties during the remainder of the 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 Committee of the Board of Directors on Professional Ethics which shall consist of a Chair and not less than two other Fellows appointed annually by the Chairman 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 Chairman 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) than 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/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 Committee on Professional Ethics.
(e) Notice of the result of final action in every disciplinary matter that results in termination of the member 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 Committee on Professional Ethics or by operation of Article VII of the by?laws, 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/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 Committee on Professional Ethics.
(e) Notice of the result of final action in every disciplinary matter that results in termination of the member 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 Committee on Professional Ethics or by operation of Article VII of the by?laws, 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
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 Chairman of the Board. The duties and authorities of the Standing Committees shall be outlined in the Board policy manual.2. Special Committees
The Board of Directors shall have power to constitute Special committees and assign to them duties at its discretion as occasion may arise. The Chairman and member of such committee shall be appointed by the Chairman of the Board.3. Composition and Tenure
Standing and Special committees each shall consist of a Chairman and two or more members, appointed annually by the Chairman. 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 of the Society shall be called by the Chairman upon the written request of ten members of the Board of Directors, or upon written request of at least 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, in a manner deemed appropriate by the President/CEO.4. Chairman
In case of absence from a meeting, of the Chairman, the Chairman-Elect and the Vice- Chairman, another Board member shall be elected by the meeting attendees to preside.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 Chairman to submit any question to the Fellows for a vote by mail or electronic means deemed appropriate by the President/CEO. The Secretary/Treasurer shall prepare the 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. Ballots shall be counted only if received within thirty days after the date of submitting the ballot to the Fellows. If at least one-third of the Fellows vote upon the question, 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 member may offer his/her resignation in writing at any time and it shall be effective on the date of receipt.
(b) The resignation of a member will not take effect if the 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, 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 the 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, 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 to make any payments due the Society shall be sent a written request to pay the amount in arrears. If the debt remains unpaid, the membership of the delinquent shall terminate and notice to that effect shall be sent to his/her 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, no longer meets the qualifications for membership, his membership shall terminate at the close of the fiscal year in which he/she 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, no longer meets the qualifications for membership, his membership shall terminate at the close of the fiscal year in which he/she 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 application 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 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.Article XIII - 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 ballot as provided in Article IX. Such meeting shall be held or such ballot sent not later than five months after the meeting at which the proposal to amend was discussed and the proposal to amend shall be set forth in the notice of the meeting at which the amendment is to be voted upon.
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