CONSTITUTION AND BYLAWS

OF INDIANA SOCIETY OF

ACCOUNTANTS, INC.

AMENDED JUNE, 1999

ARTICLE I

Section 1.00 NAME AND CHARACTER

 

1.10 NAME: INDIANA SOCIETY OF ACCOUNTANTS

 

1.20 INCORPORATION: Application was filed with and approved by the Secretary of the State of Indiana, November 18, 1946.

 

1.30 Organized under and in accordance with the provisions of "AN ACT concerning domestic and foreign corporations not for profit, providing for fees, etc.," as published at page 557, Acts of 1935, approved March 7, 1935.

 

1.40 It has no capital stock authorized or issued.

 

1.50 It has the right to collect dues, levy assessments and engage in any activity incidental to the attainment of the objectives of the Society not inconsistent with or in violation of the provisions of the laws of the State of Indiana.

 

 

ARTICLE II

Section 2.00 OBJECTIVES

 

2.10 To create a central organization for those persons engaged in public accountancy, and financial and tax related activity as a professional service to the public and generally to do all such things as, from time to time, may become necessary to elevate the status, and to advance the interests of the accounting profession in the State of Indiana.

 

2.20 To promote and foster in commercial circles a higher sense of the importance of systematic, proper and correct accounting.

 

2.30 To promote and encourage high professional and moral standards.

 

2.40 To provide opportunities for discussion among the members, and to furnish facilities for the reading of papers, the delivery of lectures, the publication of periodicals; and for the acquisition and dissemination by an other means, of useful information connected with the accounting profession.

 

2.50 To watch over and protect the mutual interests of its members and the accounting profession.

 

2.60 To provide an organization through which public accountants, and individuals engaged in financial and tax related activity, working in contact, may offer and render service to the general public in matters pertaining to accounting activities.

ARTICLE III

Section 3.00 MEMBERSHIP - MEETINGS - DUES

 

3.10 The membership of the Society shall consist of five classes: Senior, Associate, Affiliate, Student and Retired.

 

3.20 Senior membership shall be limited to Public Accountants, Certified Public Accountants, Accounting Practitioners, Enrolled Agents (Agents Enrolled to Practice before the Internal Revenue Service) and individuals who have been Accredited by ACAT in Accountancy or Taxation, who are presently engaged in such activity on a fee basis to any degree,

 

3.21 and who have filed an application for membership with the Indiana Society of Accountants and have been accepted by the Chapter to which they will belong and the State Membership Committee.

 

3.23 and those who are qualified as Senior members under Section 3.46 of these Bylaws.

 

3.24 and a membership, each to the District Director of the Internal Revenue Service and the Commissioner of the Indiana Department of Revenue, or their designees, and for these specific members annual members fees are to be waived.

 

3.30 Associate membership shall be limited to Public Accountants, Certified Public Accountants, and Accounting Practitioners, and those who qualify under Section 3.72:

 

3.31 who are not in public practice to any degree.

 

3.40 Affiliate membership shall consist of:

 

3.41 Individuals who hold a Baccalaureate Degree from an accredited college or university; with at least 24 semester hours or the equivalent in accountancy, or, who have a Degree in Accountancy issued by a recognized two-year college, or business school, with at least 24 hours or the equivalent in accountancy.

 

3.42 Individuals employed in and by firms in the practice of public accountancy and who have been employed in such a firm for two years.

 

3.43 Individuals who are self-employed as bookkeepers and/or tax return preparers who can show evidence of three years full-time experience as a practitioner.

 

3.44 Individuals engaged in accounting and auditing work (within the State of Indiana) as employees of a department, agency, or instrumentality of the Federal, or State Government, or as employees of a commercial professional enterprise.

 

3.45 Individuals employed by schools, universities and institutions of learning as teachers or instructors in the field of accounting.

 

3.46 Individuals who are members under Section 3.41, 3.42, 3.43, and 3.44 shall achieve Senior membership status after three years Affiliate membership providing such members show compliance with the Continuing Education requirements of the Indiana Board of Accountancy during the three years waiting period and during that three year period successfully passing the IRS Enrolled Agents Exam, or the ACAT Exam.

 

3.50 Student membership shall consist of individuals majoring in accounting at accredited institutions of higher learning, and other students interested in accounting careers.

 

3.60 Retired membership shall be limited to Public Accountants, Certified Public Accountants and Accounting Practitioners and other Senior members of the Society who are no longer in public practice to any degree.

 

3.70 Commercial membership shall consist of individuals or business entities marketing to the Accounting and/or Tax industry. Membership shall include special features, as designated by the Board, including complementary exhibit space at all ISA sponsored educational events and limited complementary advertising space in the Indiana Public Accountant.

 

3.71 On an original application for membership, the prospective member must apply for the member status which he or she is qualified for at the time of said application.

 

3.72 All original applications and the correct membership fee shall be sent to the Office of the Executive Vice President. The Executive Vice President shall send a copy of the Application to the Secretary of the Chapter of geographic jurisdiction, unless applicant expressly requests assignment to another Chapter, and the State Society Membership Chair. Unless written information is received by the Executive Vice President to the contrary, the member(s) will be considered accepted into the Society thirty (30) days after the Chapter and Membership Chair have been notified (date mailed), and will be so notified. All questions concerning membership shall be sent to the State Membership Committee who shall recommend acceptance, rejection or refer the application to the Board of Directors as a disputed case.

 

3.73 Any Senior member, upon a proper showing to the Membership Committee of the Society that he or she no longer qualifies under Section 3.20, to and including Section 3.24, but who nevertheless may wish to continue association with the Society, may upon such showing and surrender of Senior Membership Certificate, have his or her membership status changed to that of Associate Member effective on the then next date member's dues become payable.

 

3.74 Any Associate, Affiliate, Student or Retired member whose professional status changes, must petition the Chapter Membership Committee for proper classification. Change in membership classification upon petition by the member of his or her Chapter, the State Membership Committee shall act appropriately and so notify the member of his Chapter that said member's classification is changed effective upon the next dues billing date.

 

3.80 Associate, Affiliate, Student and Retired Members may have a voice in every meeting attended by them, but no vote.

 

3.90 Each application for membership shall be accompanied by a fee, the amount of which is to be determined each year for the ensuing fiscal year at the Annual Meeting.

 

3.91 There shall be not less than two meetings held each year, a mid-year meeting in the month of October or November, and the annual meeting in the month of May or June. At the annual meeting, the members shall
elect a Board of Directors, and at each meeting consider reports of the affairs
(including, without limitation, the financial condition of the Society) and
transact such other business as properly may be brought before the meeting.

 

3.91.1 The regular dues are to be determined each year for the ensuing year at the annual meeting in May or June. In the event that any new class or classes of membership should be provided for at any mid-year meeting the regular dues for such new class or classes of membership may be determined at such mid-year meeting.

 

3.91.2 Any new member of the Society should be entitled to and shall receive written evidence of his membership. The written evidence is the property of the Society and is merely loaned to members during the period they retain their membership. Each member shall plainly state in his application that this fact is thoroughly understood, and shall pledge the return of his written evidence, should his membership with the Society be severed.

 

3.93 Every applicant for admission shall, in his application, specifically pledge himself to conform to the Constitution, Bylaws and Code of Ethics, and all the rules and regulations set forth from time to time by the Society or its Board of Directors.

 

3.94 A member whose dues are not paid within five months from due date may be dropped from the membership rolls. A member so dropped may, at the discretion of the Board of Directors, be reinstated by filing a reinstatement application which must be processed the same as the original application. Said application must be accompanied with the payment of the current year's dues for the year declared delinquent.

ARTICLE IV

Section 4.00 RULES OF PROFESSIONAL CONDUCT

 

4.10 Each member of the Society shall be governed in his practice by the Code of Ethics and Rules of Professional Conduct adopted herein.

 

4.20 The Society adopts as its Rules of Professional Conduct and Code of Ethics the Rules of Professional Conduct and The Code of Ethics adopted by the Indiana Board of Accountancy.

 

4.21 Membership in this Professional organization includes a recognition of responsibility to fellow members; therefore, any member acquiring an account of a deceased member within a year of the deceased member's death, recognizes a moral responsibility to reimburse the estate of the deceased member for the lost sales value of the account (any actual dollar loss to the estate resulting from that acquisition).

 

Definition and Explanation:

 

Loss sales value shall mean active dollar lost not to exceed one year's gross.

 

If account was not "sold" by heirs' administration for money value no loss would occur.

 

If account was acquired after same amount was already paid by another accountant "loss" would be limited to differences in sales price and amount already received.

4.30 If any Public Accountant or Accounting Practitioner, practicing in Indiana, be reported as being illegal or unethical in his conduct of such practice, it shall become the duty of the Ethical Practice Committee of the Chapter, with jurisdiction, to investigate such report, in written form for further consideration and handling.

 

4.40 The Ethical Practice Committee and the Board of Directors of the Indiana Society of Public Accountants shall have full power to take whatever action is deemed necessary regarding any reported illegal or unethical member report.

 

4.50 Should such report be found true, a formal request for investigation, accompanied by the written findings of both committees, should be filed with the Indiana Board of Accountancy through the Board of Directors of the Society.

ARTICLE V

Section 5.00 OFFICERS AND DIRECTORS

 

5.10 The officers of the Society shall consist of a President, a President-Elect a Vice-President, a Secretary, and a Treasurer, each to fulfill the functions generally vested in such officers except where such functions or duties are specifically extended or abridged by other provisions of this Constitution.

 

5.11 The officers shall be elected at the annual meeting of the membership and shall serve for a term of one year or until their respective successors are duly elected and qualified, or a successor is appointed to a vacancy occurring under Section 5.33 of this Article.

 

Neither the President, President-Elect, or the Vice-President shall be eligible to serve more than two successive years in each office. If a chapter fails to certify a Director's name to the Chairman of the Annual Convention prior to the official Convention business sessions when elections are then the Board of Directors shall have the authority to appoint a Director who shall hold the Chapter Directorship until such time as a Director shall be properly elected by the Chapter; not withstanding that the Board shall not take such action until 30 days subsequent to the adjournment of the Convention.

 

5.20 The governing body of this Society shall be a Board of Directors composed of the President, President-Elect, Vice-President, Secretary, Treasurer, A Director to be elected from each Chapter within the State, the Immediate ISA Past President, and the elected State of Indiana NSPA Director.

 

5.21 One Director is to be elected by each Chapter, and said name will be certified to the Chairman of the Convention by the Chapter Secretary furnishing a copy of the minutes of the Chapter Meeting at which such election was held. No name of any person who is not a Senior member in good standing in this Society shall be so certified.

 

5.21.1 The NSPA Director from Indiana will be included in the slate of officers proposed by the nominating committee appointed by the presiding president. The nominee must be a member in good standing of both ISA and NSPA.

5.22 All Directors shall be elected for a term of two years. In even years Directors shall be elected from Calumet, Fort Wayne, East Central and Southwest Chapters, and in odd years, Directors shall be elected from St. Joseph Valley, North Central, Indianapolis, West Central and South Central Chapters.

 

5.23 Immediately after the adjournment of the annual membership meeting the Board of Directors shall meet for the purpose of organizing for the ensuing year. The President shall act as Chairman of the Board.

 

5.24 Each year, the Board of Directors shall employ an Executive Vice-President to take over and perform such official and other functions and duties as the Board may prescribe. The Executive Vice-President will have no vote at Board Meetings.

 

5.25 Special meetings of the Board of Directors may be called by the President at any time he deems necessary, or shall be called by the Secretary upon request of three (3) Directors at any place within or without the State of Indiana, upon two (2) days notice specifying the date, time and place of the meeting, given to each Director personally, by telephone, telegraph, teletype, facsimile machine, or other form of wire or wireless communication, or by first class mail, postage prepaid, if mailed at least five (5) days before such meeting.

 

5.30 The Board of Directors shall, subject to the control of the annual meeting (but not as to render invalid any act done by the Board prior to the resolution of the annual meeting) conduct and manage all the business and affairs of the Society, and exercise all the powers, authorities and descriptions of the Society as set forth in the Constitution and Bylaws.

 

5.31 They may bring before an annual meeting of the Society any matters which they may consider material to the Society, its objects or interests or which appear to them to affect the interests of the profession, and make any recommendations thereto, or if the necessity in their judgment arises, may by letter or bulletin bring the matter to the attention of the membership.

 

5.32 They may take cognizance of any matter which may be brought before them affecting the Society or the conduct of any of its members as affecting his professional status or the reputation of the Society.

 

5.33 They may, subject to the conditions herein contained, appoint, remove, or suspend the members of any committee, or any of the committees, or any officer, on such terms and conditions as they shall think fit and agree upon and fix such bond, if any, to be given by any of the officials or other members of the Society for the faithful discharge of their duties.

 

5.34 In the absence of any officer, or in the case of his inability to act, they may in like manner appoint any eligible member to act in his stead, and such appointee shall, during the period he serves, exercise all the duties of the office to which he has been appointed.

 

5.35 They may appoint assistants to any officer of the Society. Create, when in their judgment it is necessary, new offices and committees, make appointments to fill same and fix salary attached to any new position created, and may, at their pleasure, remove or suspend appointments and designate others in their stead.

 

5.36 They may from time to time, appoint any committee or committees, or any person or persons, whether they are members of the Society or not, to be the agent or representative of the Society in any country or place, with such powers, upon such terms and with such remuneration as they shall see fit, and agree upon, and Society in any country or place, with such powers, upon such terms and with such remuneration as they shall see fit, and agree upon, and may from time to time remove any such committee, agent or representative.

 

5.37 The State directorate shall have the right to assess members their prorate share of any regularly authorized expenditure by the Society for the purpose of promoting or defeating such propositions as may affect the Society.

 

5.37.1 Such assessment in addition to the regular dues shall be recommended by the directorate in session by a three-fourths majority vote and then submitted to the membership at large by mail. No less than thirty (30) days shall be allowed for a reply after ballots are mailed. A two-thirds majority vote of the members replying favorably shall be necessary for its adoption and such two-thirds must amount to no less than fifty-one (51%) of the total eligible membership qualified to vote upon the day ballots are mailed.

 

5.38 Any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting, if prior to such action, a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be, and such written consent is included in the minutes or filed with the corporate records. Such consent shall have the same force and effect as a unanimous vote at a meeting effective on the date the last director signs the consent unless the consent specifies a prior or subsequent date.

 

5.39 All or any directors may participate in and hold a meeting of the Board of Directors or any committee designated by the Board of Directors by means of conference telephone or other similar communications equipment by means of which all persons participating in the meeting can simultaneously hear one another. Participation in a meeting pursuant to this Section 5.39 shall constitute presence in person at such meeting.

 

5.40 There shall be ten Standing Committees: Legislative and Governmental Affairs, Education, Rules, Regulations & Ethical Practices, Management Information, Public Relations, Membership, Quality For Indiana Taxpayers (QFIT), Finance, Strategic Planning and Mutual Assistance.

 

5.40.1 Each of the Standing Committees shall consist of at least three members appointed for a period of three years. At the Annual Meeting or immediately following, the President shall appoint one member to each Committee for a period of three years to replace the retiring Committee members and shall appoint one member for each Committee to act as Chairman for the year. In event of the resignation of any Standing Committee member, the President shall appoint a member to complete the remaining term of the resigning member. Other Committees may be appointed for special work as deemed necessary.

 

5.41 Each year, at least 90 days prior to the opening date of the Annual Meeting, the President shall appoint a Nominating Committee consisting of one member from each active Chapter and one current member of the Finance Committee. The names of said Nominating Committee members shall be made known to the Society's membership in writing. Said committee shall receive recommendations for each office and shall prepare and nominate a slate of officers each year for presentation to the membership at the Annual Meeting. After presentation of their report, nominations may also be made from the floor.

5.42 Each of the standing state committees shall be enlarged by one non-permanent member from each Chapter appointed by the Chapter President immediately after the Annual Meeting. These Chapter appointees shall serve as Chairman of their comparable chapter Committees.

 

5.43 The Board of Directors may remove or change any member of a standing committee for a good cause.

 

5.50 The Treasurer or his duly appointed and acting agent shall deposit money belonging to the Society in a bank approved by the Board of Directors, in an account carried in the name of the Society, and shall sign or cause to be signed all checks for withdrawal from the bank.

 

5.60 The President, the Board of Directors, any two (2) or more members of the Board of Directors, or the holders of at least ten percent (10%) of all of the votes, of the Society's membership, entitled to be cast may call special meetings of the voting members of the Society at any time for the purpose of taking any action described in the meeting notice which is permitted to be taken by the members under the Indiana Nonprofit Corporation Act of 1991, I.C. 23-17-1-1 et seq. (the "Act"), and the Articles of Incorporation.

 

5.61 Notice of all membership meetings shall be mailed, by the Secretary or a designated official, to each member of the Indiana Society of Accountants who is in good standing. Such written notice is to be mailed at least 15 days prior to the date set for such meeting.

 

5.62 For the two annual meetings held in May or June and October
or November, the Board of Directors shall approve the date or dates
upon which and the place where the meetings shall be held, not
less than sixty days preceding the meeting, and shall notify the
Chapter in the city selected.

 

5.63 A majority of the members of the Board eligible to vote shall constitute a quorum at any meeting. No voting by proxy shall be allowed at any time.

 

5.70 The latest revised edition of Roberts Rules of Order shall be followed in all parliamentary procedure in the conduct of meetings of the Society.

ARTICLE VI

Section 6.00 COMPENSATION AND INDEMNIFICATION

 

6.10 To the maximum extent not inconsistent with the laws of the State of Indiana, every person (and the heirs and personal representatives of such person) who is or was a director or officer of the Society shall be indemnified by the Society as provided by the Act.

 

6.20 No person shall be liable to the Society for any loss or damage suffered by it on account of any action taken or omitted to be taken by such person in good faith as a director, officer employee of agent of the Society if such person (a) exercised or used the same degree of care as an ordinary prudent person in a like position would use under similar circumstances; or (b) took or omitted to take such action in reliance upon information, opinions, reports or statements, including financial statements or other financial data, in each case, prepared or presented by any officer, employee, or committee of the Board of Directors of the Society upon which such person does not serve, or counsel, public accountants or other professional or expert persons engaged by the Society; but such person shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

 

6.30 The Board of Directors shall have, in its sole discretion, the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Society, or is or was serving at the request of the Society as a director, officer, employee or agent of another enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such.

ARTICLE VII

Section 7.00 CHAPTERS

 

7.10 There shall be organized within the State of Indiana under such rules and regulations as the directorate of the Society may prescribe, subsidiary bodies known as Chapters of the Indiana Society of Accountants.

 

7.11 Such rules and regulations shall be uniform for all Chapters.

 

7.20 Upon application to the directorate of the Society, and subject to its approval, there may be organized in any defined part of the State of Indiana by 9 members, who are residents, or who have a place of business therein, a new Chapter of the Indiana Society of Accountants, provided that each Chapter or Chapters holding jurisdiction over the territory in which such Chapter is to be located shall endorse the establishment of such Chapter and shall agree to the territorial limits of which such Chapter is to be located shall endorse the establishment of such Chapter and shall agree to the territorial limit of such Chapter.

 

7.30 Each organized Chapter shall adopt and operate under rules, regulations and Bylaws which conform with the rules regulations and Bylaws adopted for the State organization.

 

7.31 An exception may be made at the Chapter level relative to operating under the rules of the Society as they relate to the eligibility of officers. Chapters may include Associate, Affiliate and Retired members as being eligible to hold office, but, at all times a Senior member must be included as one of the Chapter officers.

 

7.40 Each Chapter shall have the authority to levy dues and/or assessments on its individual Chapter members, provided that such dues or assessments shall first have been approved by a majority vote of the members in attendance at a meeting following appropriate notice of such intent. Such authorized dues may be collected by the State Society office concurrently with State Society dues if chapters wish to delegate this collection function.

 

7.41 Wherever Chapter dues and/or assessments have been approved in accordance with Section

 

6.40 the failure by a member to pay such Chapter dues or assessments for a period of one year, shall be grounds for removal from State membership rolls. Notice of intent to remove a member must be made through the State Society Secretary and removal of a member for failure to pay Chapter dues or assessments shall automatically result in removal from State membership rolls.

ARTICLE VIII

Section 8.00 OFFICIAL PUBLICATIONS

 

8.10 The official publication of the Indiana Society of Accountants shall be THE INDIANA PUBLIC ACCOUNTANT.

 

ARTICLE IX

Section 9.00 AMENDMENTS

9.10 These Bylaws may be amended, added to or repealed in the manner following: at any annual meeting of the Society, by a two-thirds vote of the Senior members present; provided that written notice of such amendments shall have been mailed to each member of the Society, at least thirty days prior to the meeting at which action to amend is to be taken. (Notification in the official publication of the Society shall meet this requirement.)

 

9.20 An amendment to the Bylaws of the Society which shall be recommended by a three-fourths majority of the Board of Directors, attested thereto by their respective signatures, may be submitted to all members of the Society for a referendum vote by mail. The exact procedure and requirements described at 5.37.1 shall apply for this purpose.