MACPA Bylaws
ARTICLE I
Organization
Section 1. Name: The name of the Association shall be THE MICHIGAN ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS.
Section 2. Seal: The Corporate Seal of the Association shall be circular in form, having within the rim the inscription "THE MICHIGAN ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS - 1901" with the letters CPA inscribed in the center, over which the outlined map of the state of Michigan is displayed.
Section 3. Fiscal year: The fiscal year of the Association shall be from April 1 to March 31.
Section 4. Objectives: The objectives of the Association shall be: to unite Michigan Certified Public Accountants in one organization; to promote the quality, objectivity and integrity of the professional services provided by its members in the state of Michigan; to foster high professional and ethical standards within the profession; to encourage and assist members of the profession to improve their technical abilities; to encourage the development and improvement of education in accounting, to encourage qualified persons to enter the profession; to promote broader knowledge about the profession and its services to the public and other professions; to cooperate and counsel with other organizations on matters of public interest and policy making in the state of Michigan; and to improve the stature of the profession.
ARTICLE II
Membership
Section 1. Classifications: The membership of the Association shall be classified as Fellow Members, Associate Members, Life Members and Honorary Members. There may also be an Affiliate Status as defined in Section 6.
Section 2. Fellow Members: Resident holders of certificates as Certified Public Accountants issued by the state of Michigan shall be eligible for election to Fellow Membership.
Section 3. Associate Members: Holders of certificates as Certified Public Accountants issued by any state, territory or possession of the United States, other than the state of Michigan, or non-resident holders of certificates as Certified Public Accountants issued by the state of Michigan, shall be eligible for election to Associate Membership.
Section 4. Life Members: Fellow or Associate Members who are in good standing, upon application, maybe elected to Life Membership; based on eligibility requirements established by the Board of Directors.
Section 5. Honorary Members: Persons who are deemed to have made substantial contributions to the public accounting profession shall be eligible for election to Honorary Membership.
Section 6. Affiliates: The Board of Directors may designate classifications of Affiliate membership, with such rights, duties, responsibilities and eligibility requirements as the Board shall adopt, by majority vote of the entire Board of Directors.
Section 7. Applications: Application for Fellow or Associate Membership or Affiliate Status shall be made on an application form supplied by the Association.
Section 8. Investigations: The Secretary shall use mail communication to inform (a) the Board of Directors, (b) the Membership Committee and (c) the appropriate Chapter Officers of applications for membership or Affiliate Status received each month. Objections to the admission of any applicant, received from any person in the above groups within fifteen days following the date of the mailing, shall be referred to the Membership Committee for investigation and report to the Board of Directors for disposition.
Section 9. Elections: Election to Fellow, Associate Membership or Affiliate Status shall require an affirmative vote of at least a majority of the entire membership of the Board of Directors provided that no written objection has been received as outlined in Article II, Section 8. If such objection has been made, election shall require an affirmative vote of at least three-quarters of the entire membership of the Board of Directors.
Election to Life Membership shall require an affirmative vote of at least a majority of the entire membership of the Board of Directors.
Election to Honorary Membership shall require an affirmative vote of at least three-quarters of the entire membership of the Board of Directors.
Section 10. Transfers: A Fellow Member whose status makes him/her eligible for Associate Membership may transfer his/her classification to Associate Membership.
An Associate Member whose status changes so as to make him/her ineligible for Associate Membership shall, if eligible, transfer his/her classification to Fellow Membership.
An Affiliate who becomes eligible for either Fellow or Associate Membership shall transfer his/her classification accordingly.
Section 11. Terminations: A Membership or Affiliate Status shall be terminated by death, expulsion, or suspension effective as provided in these Bylaws, or by resignation effective when accepted by the Board of Directors.
Termination of a Membership or Affiliate Status by suspension for non-payment of dues or assessments, or by resignation may be deferred or denied by the Board of Directors if there is a complaint pending against the Member or Affiliate which may result in discipline or penalties as provided in these Bylaws.
Section 12. Membership Certificates: Membership certificates furnished to Fellow and Associate Members shall be surrendered upon termination of membership for any cause except in cases of death or election to Life or Honorary Membership.
ARTICLE III
Fees and Dues
Section 1. Fees: Each application for Fellow or Associate Membership or Affiliate Status shall be accompanied by a fee, the amount of which shall be determined by the Board of Directors.
Section 2. Annual Dues: The annual dues of Members and Affiliates shall be in amounts determined by the Board of Directors. For dues purposes, the Board may classify Members and Affiliates according to such factors as it determines to be relevant and prescribe dues of a different amount for each class so created.
Life and Honorary Members shall be subject to a fee deemed appropriate by the Board of Directors.
The dues of newly-elected Members and Affiliates shall be prorated from the first of the month following election to the succeeding June 30. No Member-elect or Affiliate-elect shall be recognized as a Member or Affiliate until his/her application fee and dues have been paid.
Annual dues shall be due and payable on July first to cover the dues year from July 1 to June 30.
Section 3. Assessments: Assessments on Fellow or Associate Members or Affiliates shall be by resolution of the Board of Directors. Adoption of the resolution shall require an affirmative vote of at least three-quarters of the entire membership of the Board of Directors. Any assessment shall be due and payable on the first day of the month following its approval unless otherwise provided in the assessment resolution.
Section 4. Waiver of Dues and Assessments: The dues or assessment liability of a Member or an Affiliate for a dues year may be waived for a good and sufficient reason by an affirmative vote of at least a majority of the entire membership of the Board of Directors.
Section 5. Delinquencies: Any Member or Affiliate who fails to pay any dues or assessments within three months after they become due and payable shall be declared to be not in good standing and shall have no rights or privileges of Membership or Affiliate Status until such obligations have been paid.
Any Member or Affiliate who fails to pay any dues or assessments within six months after they become due and payable shall be automatically suspended.
Section 6. Reinstatement: A Member or Affiliate who has been suspended for non-payment of dues or assessments may be reinstated by an affirmative vote of at least a majority of the entire membership of the Board of Directors provided payment is made of all dues and assessments payable at the date of suspension together with payment of all dues and assessments applicable to the dues year of reinstatement.
ARTICLE IV
Management
Section 1. Board of Directors: The management of the affairs of the Association shall be in its Board of Directors.
Section 2. Executive Committee: The Board of Directors may select an Executive Committee which shall consist of the elected Officers of the Association and other Directors as determined by the Board. The Executive Committee shall have such duties and authority as the Board may designate.
Section 3. Audit Committee: An Audit Committee of one or more members shall be appointed by the Board of Directors. The Audit Committee shall serve for the fiscal year of its appointment and until the audit report for that fiscal year has been submitted to the Board of Directors. The audit report shall be distributed by mail communication or by publication in an official publication of the Association.
Section 4. Staff: The Board of Directors may employ personnel necessary to conduct the affairs of the Association. The Board of Directors shall appoint a member of the staff as "President" of the Association, to serve at the pleasure of the Board, and to perform such duties as the Board shall, from time to time, determine. The staff member designated as "President" of the Association shall not be deemed an "elected Officer".
Section 5. Board Meetings: The time and place of regular meetings of the Board of Directors shall be designated by the Board of Directors. Special meetings may be called by the Chair or shall be called by the Secretary on written petition signed by at least one-quarter of the entire membership of the Board.
Section 6. Board Quorum: Except as otherwise provided in these Bylaws, a majority of the entire membership of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board.
Section 7. Board Rules: Except as otherwise provided in these Bylaws, the rules of procedure of the Board of Directors shall be established by the Board.
Section 8. Board Resolutions: Except as otherwise provided in these Bylaws, any resolution adopted by the Board of Directors shall require an affirmative vote of at least a majority of the members present at any regular or special meeting of the Board.
Section 9. Member Petitions: A proposed resolution may be initiated by a petition signed by at least two percent of the Fellow Members of the Association, determined as of the June 30 preceding the submission of the petition, and submitted to the Secretary. If the Board of Directors does not adopt the proposed resolution at the next regularly scheduled Board of Directors meeting, the Secretary, within sixty days after the Board meeting, shall submit the resolution to the Fellow Membership for vote by mail ballot. Adoption of the resolution shall require an affirmative vote of at least a majority of the votes cast within twenty days after mailing of the ballots.
Section 10. Vacancies: A vacancy in the membership on the Board of Directors or in any office shall be filled by the Board of Directors. The person so designated shall serve until the next annual election of the Association.
The membership of any member of the Board of Directors shall be rendered automatically vacant by his/her absence from four consecutive regular meetings of the Board of Directors.
Section 11. Notices: Notices, mail notices or other communication required by these Bylaws to be given may be given by U.S. Postal Service, other commercial postal services, electronic mail, or any other means reasonably anticipated to give actual notice to the intended recipient.
ARTICLE V
Board of Directors and Officers
Section 1. Board of Directors: The Board of Directors of the Association shall be composed of twenty-four resident members at least twenty-two of whom shall be Fellow Members. Of the twenty-four members, eighteen shall be designated as elected Directors, four as elected Officers and two as Past Chairs. Elected Officers shall be Fellow Members who are licensed to practice Public Accounting in the state of Michigan.
Section 2. Officers: The elected Officers of the Association shall be Chair, Chair-elect, Treasurer and Secretary.
Section 3. Duties of Officers: The basic duties and authority of the elected Officers of the Association shall be as follows:
The Chair shall be the chief elected officer of the Association and shall preside at all general and Board of Directors' meetings.
The Chair-elect shall assume the duties and authority of the Chair during his/her absence or incapacity.
The Treasurer shall maintain adequate financial records of the Association which shall be subject to audit by the Audit Committee.
The Secretary shall maintain records of Membership and of general meetings of the Association and its Board of Directors. He/she shall maintain proper corporate records of the Association.
Additional duties and authority of the various elected Officers maybe established by the Board of Directors. With the approval of the Board of Directors, any elected Officer may delegate part of his/her duties to employees of the Association.
Section 4. Terms of Office: The term of an elected Officer shall be for one year or until his/her successor has been elected. The term of an elected Director shall be for three years, or for the unexpired term of a vacancy to which he/she is elected, or until his/her successor has been elected. The term of a Past Chair shall be for two years following his/her term as Chair.
Section 5. Officer and Director Liability: No volunteer Director of the Board shall be personally liable to the Corporation or its members for any monetary damages for breach of the fiduciary duties as a Director; except that this provision shall not eliminate or limit the liability of a volunteer Director for any of the following: a) A breach of the Director's duty of loyalty to the Corporation or its members; b) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; c) A violation of Section 551 of the Michigan Non-Profit Corporation Act as amended; d) A transaction from which the Director derived an improper personal benefit; e) An act or omission occurring before January 1, 1988; f) An act or omission that is grossly negligent.
ARTICLE VI
Committees
Section 1. Standing Committees: The Standing Committees of the Association shall be as follows: Auditing; Membership; Nominations; and Professional Ethics.
Section 2. Other Committees: Other Committees may be established by the Board of Directors.
Section 3. Membership and Activities: Except as otherwise provided in these Bylaws, the Board of Directors shall specify the number of members and the activities for each Committee.
Section 4. Appointments: Except as otherwise provided in these Bylaws, the chairmen, vice chairmen, and members of the various Committees shall be appointed by the Chair with the approval of the Board of Directors.
ARTICLE VII
Nominations and Elections
Section 1. Committee on Nominations: The Committee on Nominations shall be composed of five appointed Fellow Members plus the Vice Chairmen of the respective Chapters, serving at the time of the meeting of the Committee on Nominations.
The five appointed members shall include the three Immediate Past Chairs of the Association. All members shall be residents of the state of Michigan at the time of appointment.
Section 2. Nominations: The Committee on Nominations shall nominate one member for any expiring term or vacancy on the Board of Directors and for each elected Officer, subject to the provisions of Article V, Section 1, dealing with the composition of the Board of Directors and eligibility for membership as an elected Officer.
At least one hundred twenty days prior to the date of the Annual Meeting of the Association, a list of nominees shall be furnished to the Fellow Members by mail communication or by publication in an official publication of the Association.
A nomination for any expiring term or vacancy on the Board of Directors and for each elected Officer may be initiated by a petition, signed by at least two percent of the Fellow Members of the Association determined as of June 30 preceding the submission of the petition, and submitted to the Secretary at least one hundred days prior to the date of the Annual Meeting. The nominee so nominated shall be included on the ballot with the designation "nominated by petition."
Any nominee must have been a Fellow or Associate Member in good standing of the Michigan Association of CPAs for at least five years.
Section 3. Elections: The nominees of the Nominations Committee for the Board of Directors and each elected Officer shall be declared elected by the Secretary if no nominations by petition are filed as provided in Section 2 above.
If a nomination or nominations are made by petition, the Secretary shall mail ballots to the Fellow Members for a mail vote not more than ninety and not less than eighty days prior to the date of the Annual Meeting. Ballots shall list all nominees and indicate whether each nominee was nominated by the Nominations Committee or by petition. Ballots must be received at the Association office no less than forty-five days prior to the date of the Annual Meeting.
In case of an election by ballot, such returned ballots shall be counted by three Tellers appointed by the Chair with the approval of the Board of Directors. No Teller may be an elected Officer, Director, or nominee in the election.
The persons receiving a plurality of the votes shall be declared elected.
The Tellers shall report the results of the election to the Secretary who shall announce them to the members present at the Annual Meeting and cause them to be published in the next issue of an official publication of the Association.
ARTICLE VIII
Meetings
Section 1. Annual Meeting: An Annual Meeting of the Association shall be held each year within six months after the last day of the fiscal year. The time and place of the Annual Meeting shall be designated by the Board of Directors, and the Members shall be notified by mail communication or by publication in an official publication of the Association at least sixty days prior to the designated date.
Section 2. Special Membership Meetings: A special membership meeting may be called by a petition signed by two percent of the Fellow Members of the Association, determined as of the June 30 preceding the submission of the petition, and filed with the Secretary of the Association. Such meeting shall be held within sixty days after filing of the petition, at such time and place as may be designated by the Board of Directors, with appropriate notice to all members. Petitioners shall indicate the agenda items, which shall be listed on the meeting notice to members, and these shall be the only items considered at the special membership meetings.
ARTICLE IX
Chapters
Section 1. Organization: Chapter organization and designation shall be determined by the majority vote of the Board of Directors.
Section 2. Activities: A Chapter shall not engage in any activity inimical to the objectives or programs of the Michigan Association of Certified Public Accountants.
The principal activity of a Chapter shall be the holding of meetings for the professional advancement of its members. A Chapter shall select such officers and shall appoint such committees as are necessary to carry out this activity.
ARTICLE X
Code of Professional Conduct
Section 1. Inclusion: The Code of Professional Conduct of the Association is included by reference in these Bylaws and shall be observed by every Member of the Association.
Section 2. Conformity with the American Institute of Certified Public Accountants Code of Professional Conduct: The Code of Professional Conduct of the Association shall conform in all respects and at all times to the Code of Professional Conduct of the American Institute of Certified Public Accountants except as provided in (b)below. For this purpose:
(a) The Code of Professional Conduct of the Association shall hereafter consist of the presently existing Code of Professional Conduct of the American Institute of Certified Public Accountants; and (b) Six months after the effective date of any amendment to the Code of Professional Conduct of the American Institute of Certified Public Accountants, such amendment shall automatically become part of the Association's Code of Professional Conduct unless the Board of Directors of the Association takes action not to adopt such amendment. Within sixty days of its occurrence, any action shall be reported to the members of the Association and such action of the Board of Directors shall become effective on a date specified by the Board, but no earlier than ninety days after the said notice to the members, unless a petition in opposition to such action, signed by at least two percent of the Fellow Members of the Association determined as of June 30 preceding the submission of the petition, is received by the Board within sixty days of such notice, and in this event the amendment procedure of Article XII of these Bylaws shall be followed.
Section 3. Amendments: Except as provided in Section 2 above, amendments or revisions to the Code of Professional Conduct of the Association shall be made in the same manner as provided for amendments to these Bylaws.
ARTICLE XI
Discipline and Penalties
Section 1. Complaints: Any complaint against a member shall be referred to the Committee on Professional Ethics. Whenever a member of the Association, whether or not he/she is a member of the American Institute of CPAs (AICPA), shall be charged with violating these Bylaws or any Code of Professional Conduct promulgated hereunder, the said charge shall be investigated in accordance with the terms of any then existing agreement between the Association and the AICPA relating to ethics enforcement.
Section 2. Hearings: In the event that a hearing is required to dispose of such charge or charges, the hearing shall be conducted under the terms of the Joint Ethics Enforcement Procedures in effect by virtue of the agreement between the Association and the AICPA.
Section 3. Joint Ethics Enforcement Procedures: The Committee on Professional Ethics of the Association is hereby empowered to implement the provisions of Sections 1 and 2 by acting jointly and in cooperation with the appropriate bodies of the AICPA under the agreements, rules and procedures in effect between the Association and the AICPA at the time of such action, except that any request for the formation of a Joint Trial Board shall first be approved by the Board of Directors of the Association.
Section 4. Suspension and Terminations without Hearings: (a) Membership in the Association shall be suspended without a hearing should a member's certificate as a certified public accountant or license to practice public accounting be suspended as a disciplinary measure by the Michigan State Board of Accountancy, but such suspension of membership in the Association shall terminate upon reinstatement of the certificate or license to practice. (b)Membership in the Association shall be terminated without a hearing should such certificate or license to practice be revoked, withdrawn, or cancelled as a disciplinary measure by the Michigan State Board of Accountancy. (c) Criminal Conviction of a Member: Membership in the Association may be suspended by action of the Board of Directors without a hearing should there be filed with the Secretary of the Association a judgment of conviction imposed upon any member for: A crime defined as a felony under the law of the convicting jurisdiction; the willful failure to file any income tax return which he/she, as an individual taxpayer, is required by law to file; the filing of a false or fraudulent income tax return on his/her or a client's behaIf; or the willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client; and may be terminated in a like manner upon the similar filing of a final judgment of conviction.
Section 5. Reporting: Any action against a member under Section 3 which results in a finding of guilty and the imposition of a penalty shall be reported to the Fellow Membership by mail communication or in an official publication of the Association and to the Michigan State Board of Accountancy. Any action against a member under Section 4, Paragraph (c), shall be reported to the Fellow Membership by mail communication or in an official publication of the Association and to the Michigan State Board of Accountancy.
Section 6. Reinstatements: An expelled or suspended member may make a written request for reinstatement no sooner than 12 months from the date on which he/she was expelled or suspended. A reinstatement shall require an affirmative vote of at least three-quarters of the entire membership of the Board of Directors. Any reinstatement shall be reported to the Fellow Membership by mail communication or official publication of the Association.
ARTICLE XII
Amendments
Section 1. Initiation: An amendment to the Bylaws may be initiated by the Board of Directors. A resolution proposing an amendment to the Bylaws may be introduced by a member of the Board at any regular meeting of the Board of Directors. The resolution may be voted on at the next regular meeting, or at any subsequent regular meeting of the Board of Directors, provided all members of the Board are informed that the resolution will be voted on at that time. Approval of the resolution shall require an affirmative vote of at least a majority of the entire membership of the Board of Directors.
An amendment to the Bylaws may be initiated by a petition signed by at least two percent of the Fellow Members of the Association, determined as of the June 30 preceding the submission of the petition, and submitted to the Secretary. The Secretary shall submit the proposed amendment to the Board of Directors at the next regular meeting of the Board. The Board of Directors shall approve or reject the proposed amendment within ninety days after the meeting at which it has been submitted by the Secretary.
Section 2. Adoption: Any proposed amendment approved by the Board of Directors, and any proposed amendment initiated by petition and rejected by the Board of Directors, shall be submitted to the Fellow Membership for vote by mail ballot within thirty days after action by the Board of Directors. Adoption of the proposed amendment shall require an affirmative vote of at least a majority of the votes cast within thirty days after mailing of the ballots.
