Bylaws

Revised January 8, 2019

Society Bylaws

ARTICLE INAME, MISSION AND ACTIVITY


Section 1.1. Name
The name of the corporation shall be the Nebraska Society of Certified Public Accountants (Society).

Section 1.2. Mission
The mission is to enhance the professional success of the members; to encourage the maintenance of high professional standards; to facilitate relationships among the members; to further the professional knowledge, competence and performance of the members; to promote a better understanding of services rendered by members; to promote the accounting profession; and to act in a representative capacity for the profession.

Section 1.3. Activities
The corporation shall carry out those activities that the Board of Directors (Society Board) determines to be of importance to the profession in Nebraska.

ARTICLE IIMEMBERSHIP


Section 2.1. Classes of Members
The Society shall have four classes of members designated as follows:

a)  Resident Members
b)  Non-Resident Members
c)  Honorary Members
d)  Affiliate Members 

Only those members who are qualified as Resident Members shall be entitled to vote or hold office in the Society.

Section 2.2. Qualifications of Resident Members
To be eligible to be a Resident Member, a person:

a)  Shall primarily work in an office located within the State of Nebraska, or be retired and be a resident of the State of Nebraska.
b)  Shall hold a certificate as a certified public accountant duly issued and under authority of the Nebraska Board of Public Accountancy, or by and under the authority of some similar Board of any other State or Territory, or of the District of Columbia.

Section 2.3. Qualifications of Non-Resident Members
To be eligible to be a Non-Resident Member, a person:

a)  Shall not primarily work in an office located within the State of Nebraska, or be retired and not be a resident of the State of Nebraska; and,
b)  Shall hold a certificate as a certified public accountant duly issued and under authority of the Nebraska Board of Public Accountancy, or by and under the authority of some similar Board of any other State or Territory, or of the District of Columbia.

 Section 2.4 Qualifications of Honorary Members
To be eligible for election as an Honorary Member, a person:

a)  Shall be a present or former member of the Society who has been designated by the Society Board as a lifetime Honorary Member; and,
b)  Shall be a past President or Chairman of the Board or a Society Award Recipient.

Section 2.5 Qualifications of Affiliate Members
To be eligible to be an Affiliate Member, a person:

a)  Shall not be eligible to be a Resident Member, a Non-Resident Member, or an Honorary Member; and
b)  Shall be designated by the Society Board as a qualified Affiliate Member.

Section 2.6. Entrance Procedure

a)  Any person who possesses the required membership qualifications and who desires to become a member of this Society shall submit his/her application for membership to the Secretary, in writing and in such form as shall have been approved and adopted by the Society Board, together with the appropriate entrance fee.
b)  The applicant’s name shall be published in the Society’s official publication prior to approval by the Society Board. No person may be elected if any three active members of the Society shall object, by filing with the Secretary within fifteen (15) days from the date of such notice written statements that he/she deems the applicant undesirable for membership; provided, however, that the reasons given for such objections are satisfactory to a majority of the Society Board in finding that the acceptance of the applicant as a member would prejudice the interests or otherwise obstruct the purposes of the Society. The Secretary shall submit to the Society Board whatever objections the applicant may receive when the Society Board considers the application for approval.
c)  All applications are reviewed by the Executive Committee prior to the Society Board vote. The Society Board shall either accept or reject said applicant, when the majority vote of the Directors present, in accordance with the provisions of Article IX, Section 9.2.
d)  The President shall then notify the applicant of his/her acceptance or rejection. If the applicant is rejected, the entrance fee shall be promptly returned and the applicant shall not be accepted as a member.
e)  When an applicant for membership is fully qualified and has paid his/her dues for the remainder of the Society's fiscal year, he/she shall be given a certificate of membership, bearing the seal of the Society.
f)  Should any member forfeit his/her certificate as a certified public accountant for any cause, the member’s membership in the Society shall cease and terminate. 

ARTICLE IIIDIRECTORS


Section 3.1. Qualifications and Powers

The Governing body of this Society shall be a Society Board composed of the officers, up to six (6) others to be elected by the members of the Society as provided in Section 3.2, the immediate Past Chairman of the Board, the President of any chapter in the Society, and any Nebraska-elected Member of the Council of the American Institute of Certified Public Accountants (AICPA). Each officer or director shall be a Resident Member of the Society in good standing. The highest elected office of the Society shall be the Chairman of the Society Board. A member shall not serve on the Society Board for more than three (3) consecutive years, unless serving by reason of being: (a) Chairman-Elect, (b) Chairman of the Board, (c) Immediate Past Chairman of the Board, (d) Elected Member of Council, or (e) Treasurer.

Section 3.2. Elections

a)  At each regular annual membership meeting there shall be held an election of Directors as hereinafter provided.
b)  All elections of the Directors shall be by a majority of the votes cast by those present in person.
c)  In case any officer or director is elected to be President of any chapter, the Society Board shall, at its next meeting following the Chapter President's taking office, elect a successor to serve for the unexpired term.
d)  All elections of directors shall be for a period of three years. Terms of office shall be staggered so that two directors are elected each year. The Society Board shall establish appropriate transitional rules to accomplish the change in the terms of office of directors.
e)  Nominations for directors and officers shall be made by a committee of not less than three members of the Society, appointed by the Chairman of the Board and approved by the Society Board. The Society Board shall establish procedures to be followed by the Nominating Committee. The names of such nominees shall be published to all members, by the Secretary, not less than twenty (20) days prior to the date of election. Thereafter, additional nominations may be made by the petition of any ten (10) or more members of the Society, signed by them, and delivered to the Secretary not less than five (5) days preceding such election.

Section 3.3. Duties

a)  The Society Board shall actively promote the purpose and mission of the Society and supervise, direct, and control the Society’s policies, business and financial affairs, and so act as a body and not as individuals.
b)  If any elected director is absent from three (3) consecutive meetings of the Society Board, not being present at either the original session of any adjourned session of such meeting, that place shall automatically become vacant and the Society Board at its next meeting shall proceed to elect a member of the Society to fill such vacancy for the unexpired term. No adjourned session of a previous meeting of the Society Board shall be held on the same day on which it is provided by these bylaws that a regular meeting of the Society Board shall be held.
c)  In the event of death, disability, resignation, or termination of membership in the Society of any director, a successor shall be elected by the Society Board at its next meeting to serve for the unexpired term.
d)  Auditors shall be appointed by the Society Board. The auditors shall be members in good standing but shall not be directors or officers of the Society. It shall be their duty to audit the financial statements of the Society and prepare annual tax filings. The auditors shall present their report for the fiscal year at a meeting of the Society Board held after April 1 of the new fiscal year. Compensation for their services shall be determined by the Society Board.

ARTICLE IVEXECUTIVE COMMITTEE


Section 4.1. Make-up

The Executive Committee shall be composed of the Society Chairman of the Board, Chairman-Elect, Secretary, Treasurer, and President (ex officio).

Section 4.2. Authority

The Executive Committee shall coordinate the activities of the committees and the chapters, and assume such other responsibilities as are determined by the Society Board.

Section 4.3. Relationship to Society Board

The Executive Committee is the working arm of the full Society Board. The full Society Board is concerned with policy determinations and objectives, and the Executive Committee is the group within the Society Board that implements the policy directives and otherwise manages the Society within the framework of established policy.

Section 4.4. Duties and Responsibilities

The Society Board has charged the Executive Committee with the following specific duties and responsibilities:

a)  Administer the Society office in the absence of the President, working through and counseling with the Society Board.
b)  Review the preliminary annual budget as prepared by the President and Vice President with the Society Board and give the final approval.
c)  Throughout the year, review performance against the budget and, through the Treasurer, report at each Society Board meeting on the subject, and make such recommendations as it deems appropriate.
d)  Review applications for membership.
e)  Within the budget framework, the Executive Committee is charged with the overview of details on leases for office space, for approving the purchase of office equipment exceeding $5,000, appointment of special legal counsel and payment of related fees and expenses, and special expenditures of committees.
f)  Serve as an emergency action body to react within the scope of policy established by the Society Board, recognizing the impracticality of the Society Board being able to function effectively in that capacity. In the case of obvious routine matters, the Executive Committee may speak for the Society without specific Society Board approval.
g)  Be responsible for initiating recommendations to the Society Board on matters which it deems worthy of consideration.
h)  Screen and amplify for the Society Board approval of proposed statements of position to the public.
i)  Screen and amplify for Society Board consideration of recommendations made by the committees for Society Board approval.

ARTICLE VOFFICERS


Section 5.1. Number and Qualifications

The officers of the Society shall be a Chairman of the Board, a Chairman-Elect, a Secretary, and a Treasurer. The Chairman-Elect shall be elected at the annual meeting of the Society each year and shall hold office for one year thereafter or until a successor is duly elected. The Secretary shall be elected from and by the members of the Society Board at the organizational meeting following the annual meeting of the Society. The Treasurer shall also be elected by the Society Board at the same meeting. The Chairman-Elect shall without further vote, become Chairman of the Board at the annual meeting for the year next following his/her election. Should a vacancy exist in the office of Chairman-Elect in any year, then both a Chairman of the Board and a Chairman-Elect shall be elected. A majority of the vote cast by those present in person shall be necessary for election. No two offices shall be filled by the same person.

Section 5.2. Vacancies

Vacancy in any office, which may occur between annual meetings, shall be filled by the Society Board, the person so elected to hold the office until the next annual meeting.

Section 5.3. Duties of Officers

a)  Chairman of the Board. The Chairman of the Board shall (1) preside at all meetings of the Society and Society Board; (2) enforce and uphold the bylaws of this Society; (3) act ex officio, as a member of all committees; and (4) perform any and all other duties usually pertaining to his/her office.
b)  Chairman-Elect. The Chairman-Elect shall preside at all Society meetings in the absence of the Chairman of the Board and in the event of the Chairman’s disability, the Chairman-Elect shall assume all duties of the Chairman’s office. In case both the Chairman of the Board and Chairman-Elect are unable to perform the duties of the Chairman of the Board, the Society Board, shall choose by a majority vote one of its members to perform such duties until said Chairman of the Board or Chairman-Elect again assumes office or until the duly-elected successors assume his/her duties.
c)  Secretary. The Secretary shall be responsible for the oversight of all usual duties pertaining to the office as well as those duties directed by the Society Board including but not limited to: Keeping records of Society Board actions, distributing meeting minutes and agendas to the Society Board, conducting official correspondence of the Society, and ensuring that corporate records are maintained. When the successor assumes the duties of the office, the retiring Secretary shall transfer and deliver to said successor all Society documents belonging to the Society then in his/her possession.
d)  Treasurer. The Treasurer shall be responsible for the oversight of all usual duties pertaining to the office as well as those duties directed by the Society Board including but not limited to: (1) the collection of all dues, entrance fees, and other amounts owing the Society; (2) recording the Society’s receipts and payments, with a corresponding record of all income and expenditures, and also a record of all property owned by the Society; (3) preparation of monthly bank reconciliations; (4) the closing of the books of the Society at the termination of the fiscal year and submitting said books to the auditors with all supporting documents within a reasonable period after the close of the fiscal year; (5) filing of required quarterly and annual tax returns. When the successor assumes the duties of the office, the retiring Treasurer shall transfer and deliver to said successor all Society documentation belonging to the Society then in his/her possession.
e)  President. The Society Board may provide for the selection of a President for the Society, whom may be paid such compensation as the Society Board may determine, and the Society Board may delegate such duties of the Secretary and Treasurer as they may determine should be handled by said President. Said President shall not be considered an officer of the Society.

ARTICLE VICOMMITTEES

 
Section 6.1. Basic Structure

There shall be no standing committees. Each year the Chairman of the Board shall appoint such committees as he/she determines to be necessary for the conduct of the business of the Society. These committees may be either new committees or existing committees continued for further work.

Section 6.2. Replacement of Members

The Chairman of the Board shall have the power to replace any committee member who for any reason is unable to serve for the balance of such committee member's term on a committee.

ARTICLE VIICHAPTERS


Section 7.1. Formation

Chapters of the Nebraska Society may be established in cities, counties, or regions of Nebraska. The petition for formation of a Chapter shall be signed by at least six (6) members of the Society residing in such city, county, or region, and shall contain the proposed rules or bylaws for the operation of the Chapter, which shall not conflict with the Society bylaws. Upon the approval of the petition by majority vote of the Society Board, a charter shall be granted to said Chapter, which shall thereafter be designated by name indicating its location. Amendments to the rules or bylaws of a Chapter shall also be subject to approval by the Society Board.

Section 7.2. Membership

A member of the Society residing in a Chapter area shall be restricted to membership in that Chapter area, but he/she may also take part in the activities of other Chapters. If a member of any Chapter shall cease to be a member of the Society, he/she shall at once cease to be a member of the Chapter.

Section 7.3. Organization and Dues

A Chapter may provide for dues to be paid by its members to the Chapter, subject to the approval by the Society Board. The Society shall contribute towards the organization, support, or maintenance of such Chapter at the discretion of the Society Board.

Section 7.4. Officers

Chapter officers shall consist of a President, Vice President and Secretary/Treasurer. The duties of each shall be prescribed by the Chapter's rules or bylaws.

ARTICLE VIIIMEMBERSHIP MEETINGS


Section 8.1. Annual

A regular annual membership meeting of this Society shall be held. At this meeting, officers and directors shall be elected. This meeting shall be held on such date, at such hour, and at such place as the Society Board may determine and a notice of such meeting shall be given personally, electronically, or by mail to each member of the Society at least thirty (30) days prior to the meeting.

Section 8.2. Special

Special membership meetings of this Society may be called by the Chairman of the Board or upon written request signed by five (5) members of this Society, whereupon in either case the Secretary shall give notice of such meeting personally, electronically, or by mail to each member of the Society  at least five (5) days before the date of the meeting. Said notice shall state the time and place of such meeting and the special business to be transacted at the meeting.

Section 8.3. Public

The Society Board may in its discretion provide for meetings at which the attendance will not be limited to Society members, and these meetings when held shall be for the purpose of carrying out the objectives of the Society.

ARTICLE IXDIRECTORS MEETINGS


Section 9.1. Regular

A meeting of the Society Board shall be held during the first two months of the Society's fiscal year.

Section 9.2. Special

Special meetings of the Society Board may be called by order of the Chairman of the Board, or upon written request being made by any three (3) members of the Society Board; whereupon in either case the Secretary shall send a written notice of such meeting stating the time and place to each member of the Society Board either by mail or electronically at least five (5) days before the date of the meeting, except when written consent is given by a majority of the Society Board to forego the requirements as to five (5) days’ notice.

ARTICLE XQUORUM


Section 10.1. Membership Meetings

At all authorized meetings of the members of this Society, twelve (12) Resident members shall be present in person to constitute a quorum, provided that the annual meeting may be adjourned to a later date by the Resident members present if less than a quorum is in attendance.

Section 10.2. Directors Meetings

At all authorized meetings of the Society Board, six (6) members of the Society Board shall be present in person to constitute a quorum.

ARTICLE XIORDER OF BUSINESS


Section 11.1.

The order of business at all membership, directors, and committee meetings of this Society shall be as determined by the meeting’s Chairman, subject to motion or an appeal to a vote at the particular meetings concerned. Unless otherwise specified, Robert’s Rules of Order shall govern the proceedings of all such meetings.

ARTICLE XIIFEES AND DUES


Section 12.1. Entrance Fees

Every applicant for membership in this Society shall tender with his/her application an entrance fee in an amount established by the Society Board; the fee shall be promptly returned if the applicant is not accepted as a member.

Section 12.2. Membership Dues

a)  Membership dues shall be due the first month of the fiscal year, which begins April 1. Every member of this Society, in order to retain his/her membership in good standing, must pay his/her dues on or before September 30 of each year. On or about July 31 of each year, any member who has not yet paid his/her membership dues for that year shall be notified that his/her membership will automatically be suspended if his/her dues are not paid by September 30 of that year.
b)  Member dues for each fiscal year shall be set by the Society Board for that particular year:
         (1)  Persons elected to membership April through June shall pay the full amount of dues.
         (2)  Persons elected to membership July through December shall pay one half of the amount provided in the dues structure established for the fiscal year.
         (3)  Persons elected to membership January through March of the year will have dues waived until the start of the fiscal year, April 1.
c)  The Society Board may, at its discretion, waive the dues for specific membership classes and/or individual members.
d)  There may be a sum, to be determined by the Society Board, assessed annually, in the dues fee of all Society members, for the financial support of the Society's Foundation.

ARTICLE XIIISUSPENSION, EXPULSION, AND REINSTATEMENT


Section 13.1. Arrearages

a)  Any member whose dues are not paid by July 31 of each year shall be so notified by the President. If he/she fails to pay his/her dues on or before September 30 of that year, he/she shall automatically be suspended and shall be notified.
b)  Any member who has been suspended for non-payment of dues may be reinstated at the discretion of the Society Board, upon paying the entrance fee as a penalty.

Section 13.2. Unprofessional Conduct

a)  Whenever a member of the Society, whether or not a member of the AICPA, shall be charged with conduct considered detrimental to the interests of the Society or with violating the Code of Professional Ethics, the charge shall be initiated and processed in accordance with the procedures jointly established by the Society and the AICPA relating to ethics enforcement.
b)  Membership in the Society shall be terminated, without a hearing, upon the filing with the Secretary of the Society, a certified copy of a judgment of conviction imposed upon any member for:
       i)  A felony.
      ii)  The crime of willful failure to file any income tax return as an individual taxpayer.
     iii)  The crime of filing a false or fraudulent income tax return on his/her or a client's behalf.
     iv)  The crime of willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client.
c)  Membership in the Society shall be suspended without a hearing when a member's certificate as a certified public accountant or license or permit to practice as a public accountant is suspended as a disciplinary measure by the Nebraska Board of Public Accountancy or other State Boards, provided however, such suspension of membership shall terminate upon reinstatement of the certificate. Membership in the Society shall be terminated, without a hearing, should such certificate or license be revoked or cancelled as a disciplinary measure by the Nebraska Board of Public Accountancy.

Section 13.3. Appeals

Any member against whom a penalty has been imposed by the AICPA’s Trial Board may appeal from such penalty at any membership meeting of the Society, provided that he/she shall give the Secretary notice of his/her intention to do so at least fifteen (15) days prior to such meeting; and the action of the AICPA in fixing the penalty to which objection is made may be overruled by a majority vote of all members present. At such meeting the petitioner may appear or be represented by his/her attorney. Due notice shall also have been given to each member of the Society of the proposed appeal and date of hearing.

ARTICLE XIVCOMPENSATION


Section 14.1.

Persons serving as a Director or Officer shall not receive any salary or compensation for his/her services as a Director or Officer. He/she may be reimbursed for reasonable expenses, including travel and lodging, incurred on behalf of the Society or while performing duties as Director or Officer of the Society.

Section 14.2.

A Director may be reasonably compensated for other services provided to the Society if the compensation is fully disclosed to and approved by the Society Board in advance of the performance or delivery of those services.

ARTICLE XVRULES OF PROFESSIONAL CONDUCT


Section 15.1.

The Society and its members shall comply with and be bound by the then current Nebraska Accountancy laws and Nebraska Board of Public Accountancy rules and regulations, and (to the extent not in conflict with such laws, rules, or regulations) the then current AICPA’s Code of Professional Ethics.

ARTICLE XVIAMENDMENTS


Section 16.1.

Proposed amendments to the bylaws shall be initiated by either the Society Board or by a request, in the form of petition of 25 or more members in good standing of the Society. At the Society Board's discretion, proposed amendments to the bylaws may be submitted to the Society membership for approval.

Acceptance of proposed amendments to the bylaws will occur by either a vote of the Society Board or a vote of the Society membership; (1) Amendments to the bylaws can be made by a two-thirds vote of the members of the Society Board present and voting, provided, however, at least one-half of the total membership of the Society Board must vote affirmatively for the amendment; (2) Amendments to the bylaws can also occur upon vote of the Society membership, if more than fifty (50) percent of the members voting cast affirmative votes.

ARTICLE XVIIFISCAL YEAR


Section 17.1.

The fiscal year for the Society shall be the 12-month period commencing on April 1 of each year.