OKLAHOMA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS BY-LAWS (Last revised June 10, 2016) Proposed Revisions on June 9, 2017 Article I NAME AND MISSION STATEMENT 1.1 NAME: The name of this Society shall be "The Oklahoma Society of Certified Public Accountants," referred to as "Society" in these by-laws. 1.2 MISSION STATEMENT: The Oklahoma Society of Certified Public Accountants is the organization representing CPAs in the state of Oklahoma on a timely, responsive and creative basis, by actively promoting the public image and professionalism of CPAs; by protecting the interests and designation of CPAs; by providing member services, including quality education and opportunities for interaction; and by building and developing leadership skills among CPAs. Article II MEMBERSHIP 2.1.1 CPA MEMBERSHIP: Any person who holds a certificate in good standing as a Certified Public Accountant of the State of Oklahoma or any other state or possession of the United States is eligible to be a member of the Society. A permit to practice is not required. 2.1.2 PROVISIONAL MEMBERSHIP: Any person who has passed the CPA examination, but has not met the additional requirements to hold a CPA certificate issued by the State of Oklahoma or any other state or possession of the United States. Provisional members shall have the same rights and privileges as CPA members except they shall not be able to vote or hold elective office. 2.1.3 ASSOCIATE MEMBERSHIP: A CPA examination candidate who sits for the CPA examination at least annually. Associate members will not have voting rights but may serve as an ex-officio committee member. 2.1.4 STUDENT MEMBERSHIP: A student with an interest in accounting enrolled either full- or part-time at an accredited college or university. Student members will not have voting rights but may serve as an ex-officio committee member. 2.2 APPLICATIONS: An application for membership shall be presented in printed or electronic format to the Secretary. Notice of the application shall be provided to each member of the Society by publication. If an objection concerning the qualifications of the applicant is raised, it will be investigated by the Membership Committee and acted upon by the Board of Directors. 2.3 CERTIFICATE: A certificate of membership in such form as the Board of Directors may determine shall be issued to each member. The certificate shall be the property of the Society and shall be returned to it if the membership is canceled by resignation or is terminated otherwise than by death. The certificate of a member suspended in accordance with Article XIV shall be returned to the member at the end of the period of suspension. 2.4 TERMINATION: If a member is indebted to the Society for dues or other items for more than three months, the membership of the indebted member shall be terminated. Membership may also be terminated pursuant to disciplinary proceedings as provided in Article XIV of the by-laws. Upon direction of the Board of Directors, a notice of termination of membership shall be provided to the last known address of the member as reflected in the official records of the Society not less than thirty days prior to the membership termination date. 1
2.5 RESIGNATION: Any member may resign from membership in the Society upon notice presented in printed or electronic format to the Secretary. Said resignation shall become effective upon receipt of the notice by the Secretary subject to the limitations provided for in Article XIV. 2.6 RE-ADMISSION: The Board of Directors may readmit a former member to membership. Re-admission shall not become effective until all indebtedness to the Society has been satisfied by the former member. 2.7 NON-TRANSFER: Membership is non-transferable and non-assignable. Article III DUES 3.1 FIXING OF DUES: The Board of Directors shall fix the annual amount of membership dues, including the fixing of rates for different groups of members. 3.2 PAYMENT OF DUES: The dues for each member shall be due and payable on or before May 31st of each year. 3.3 DUES OF NEW MEMBERS: An application for membership shall be accompanied by a remittance for a prorata share of annual fiscal year dues for the appropriate group into which the applicant falls. An applicant shall be subject to dues starting with the first day of the month in which the application is submitted. 3.4 RESIGNATION, SUSPENSION AND TERMINATION: If a member resigns, the member shall not be liable for unpaid dues for the fiscal year in which the resignation is tendered. If a member is suspended for disciplinary reasons, the member shall not be liable for dues for the period of the remainder of the fiscal year in which the member is suspended until the month following the end of the suspension period. Before a member who has been suspended for nonpayment of dues may be reinstated, the member shall pay a reinstatement fee and the prorata share of the dues, which would be owed for the current year. The Board of Directors shall determine the amount of the reinstatement fee. Dues paid before resignation, suspension or termination of membership shall not be subject to refund. 3.5 WAIVERS: The Board of Directors may waive the dues or indebtedness of a member based on individual circumstances. Article IV MEETINGS OF MEMBERS 4.1 ANNUAL MEETING: There shall be an annual meeting of members at which officers and directors shall be installed and such other business shall be transacted as may come before the members. 4.2 SPECIAL MEETINGS: Special meetings may be called by the Chairman or shall be called when requested by a petition signed by at least six directors or by fifty members in good standing as determined by the official records of the Society. Directors shall be eligible to sign the member petition. 4.3 TIME, PLACE AND AGENDA: The annual meeting of the members shall be held within seventy-five days after the close of the fiscal year. The Board of Directors shall designate the time, place and agenda for the annual meeting. The Chairman shall designate the time, place and agenda for all special meetings. When the Chairman calls a special meeting pursuant to petition, the meeting shall be held within sixty days after receipt of the petition. The agenda and notice of the meeting shall include the matters set forth in the petition. At special meetings, no other business shall be transacted other than that which pertains to the purpose stated in the notice. 2
4.4 NOTICE OF MEETING: Notice of time, place and agenda of every meeting of the members shall be provided by the Secretary to each member at the member's last known address as reflected in the official records of the Society. The notice shall be provided not less than twenty or more than forty days before the annual meeting and not less than ten or more than forty days before any special meeting. 4.5 QUORUM: Fifty members of the Society shall constitute a quorum for the transaction of any business presented at any called meeting of the Society. If a quorum is not present, a majority of the members present may vote to adjourn the meeting temporarily and reconvene at an agreed time without giving written notice. 4.6 EXCEPTIONS: The provisions of this Article shall not apply to educational or social meetings. Nor shall it apply to meetings held pursuant to the provisions of Article XIV of these by-laws. Article V BOARD OF DIRECTORS AND OFFICERS 5.1 BOARD OF DIRECTORS AND THEIR TENURE: The Society shall be governed by a Board of Directors consisting of the officers, the elected president or Board Representative of each local chapter and six Directors-at-large. Three Directors-at-large shall be elected each year to serve for two years. A Director-at-large shall serve from the annual meeting at which the Director is installed until the second annual meeting thereafter or until the installation of a successor, whichever is later. Elected members of Council of the American Institute of Certified Public Accountants shall be ex-officio directors. The ex-officio directors shall be non-voting members of the Board. No person shall be a director unless that person is a member of the Society and resides in the State of Oklahoma. Each chapter may choose to: (1) Have their elected president or their designee represent the chapter on the Society Board of Directors for a one year term; or (2) Elect a Board Representative to serve on the Society Board of Directors for a one-year term. Said Board Representative may not be reelected to serve more than three consecutive one-year terms. (3) Authorize the president or board representative to give a written proxy to another chapter member to vote at a specific Society Board of Directors meeting. 5.2 OFFICERS AND THEIR TENURE: The officers of the Society shall be a Chairman, a Chairman-Elect, a Vice-Chairman, a Secretary, Treasurer, and the Immediate Past Chairman. No person shall be an officer unless that person is a member of the Society and resides in the State of Oklahoma. The officers shall be elected as provided in Article VI. The Chairman-Elect shall become Chairman of the Society at the next annual meeting after being installed as Chairman-Elect. An officer shall hold office from the annual meeting at which the officer is installed until the next annual meeting, or until the installation of the successor, whichever is later. 5.3 MEETINGS OF THE BOARD OF DIRECTORS: (1) The Board of Directors shall meet at least four times during each fiscal year. (2) The Chairman shall designate the time, place and agenda of each meeting of the Board. A meeting shall be held within fifteen days after the receipt by the Chairman of a petition for a meeting signed by at least six of the directors. 3
(3) Notice of each meeting of the Board of Directors shall be provided by the Secretary to each director at least eight days before the date set for the meeting, except as provided in Article V 5.3 (6) below, at the director's last known address as reflected in the official records of the Society. (4) Ten voting members of the Board of Directors shall constitute a quorum. (5) The act of a majority of the directors present at a meeting at which there is a quorum shall constitute an act of the Board of Directors, except where otherwise provided by law or these by-laws, and shall be recorded in the official minutes of the Board of Directors. (6) Only in cases where the Board of Directors' action on a matter is required within ten days after the matter arises as determined by the Chairman, notices providing full information relative to the matter and proxy authorization forms requiring a vote shall be provided to each Director at the last known address as reflected in the official records of the Society. Proxy votes of a majority of the full Board of Directors, received by mail, facsimile, or electronic format will determine the official action of the Board in regard to that specific matter and be recorded in the official records of the Board of Directors. 5.4 REMOVAL OR VACANCY: (1) An officer or director may be removed by a vote of at least three-fourths of the members present at any special meeting of members at which a quorum exists, called for that purpose. (2) Any officer or director who has been elected or appointed to any Society office may resign from such office upon filing notice presented in printed or electronic format with the Secretary. The office shall thereupon be declared vacant. (3) If a vacancy occurs for any reason in an office or director-at-large position except that of the Chairman, Chairman-Elect or Immediate Past Chairman, the Board of Directors shall designate a member of the Society to fill the vacancy for the remainder of the term. (4) If a vacancy occurs for any reason in the office of Chairman-Elect, the office shall remain vacant until the Nominating Committee meets to name a nominee, and a replacement is elected according to Article VI. However, in the event of such a vacancy, the Board of Directors will designate a person to perform the duties as an Interim Chairman-Elect to serve until the office is filled by election. (5) Any officer or director-at-large who shall be absent from three consecutive meetings shall forfeit their position unless the absence is determined to be unavoidable by a majority of the remaining board members. Replacement of the position will be made in accordance with either Article 5.4.3 or Article 5.4.4 as appropriate. As referenced in Article 6.3, the Nominating Committee shall notify potential candidates of the above attendance requirement. 5.5 CHAIRMAN: The Chairman shall preside at all meetings of the members of the Society, the Executive Committee and of the Board of Directors. The Chairman shall perform all other duties ordinarily pertaining to the office of Chairman and those duties delegated by the Board. The Chairman shall represent the Society at Council Meetings of the American Institute of Certified Public Accountants. The Chairman shall hold membership in the American Institute of Certified Public Accountants. If the Chairman is temporarily unable or unwilling to act, the Vice-Chairman shall act in the Chairman s stead. If the Chairman, Vice-Chairman or Chairman-Elect is not available to preside at a meeting, any member selected by a majority vote of those present may act as presiding officer pro tempore. 5.6 CHAIRMAN-ELECT: As provided for in Article VII, the Chairman-Elect shall appoint committees whose committee duties shall begin when the Chairman-Elect assumes the Chairmanship. The duties of the Chairman-Elect shall be to assist the Chairman in all matters when requested to do so. The Chairman-Elect shall be a member of the Budget and Finance Committee and chairman of the Planning Committee. 4
5.7 VICE- CHAIRMAN: The Vice-Chairman shall assist the Chairman in all matters when requested to do so. The Vice-Chairman shall discharge such other duties as the Chairman or the Board of Directors may assign. The Vice-Chairman shall fill the unexpired term of the Chairman should a vacancy occur in that office. 5.8 SECRETARY: The Secretary shall be responsible for making a permanent record of the proceedings of all member and Board of Director meetings and shall perform all other duties ordinarily pertaining to the office of Secretary or delegated by the Board or Chairman. If the Secretary is temporarily unable or unwilling to act, a member of the Board designated by the Board shall act in the Secretary's stead. 5.9 TREASURER: The Treasurer shall have charge of the finances and investments of the Society. The Treasurer shall be chairman of the Budget and Finance Committee and shall perform all other duties ordinarily pertaining to the office of Treasurer or delegated by the Board or Chairman. If the Treasurer is temporarily unable or unwilling to act, a member of the Board designated by the Board shall act in the Treasurer's stead. 5.10 IMMEDIATE PAST CHAIRMAN: The Immediate Past Chairman shall assist the Chairman in all matters when requested to do so and shall discharge such other duties as the Chairman or the Board of Directors may assign. 5.11 PRESIDENT AND CHIEF EXECUTIVE OFFICER (CEO): The Board of Directors shall approve the employment, duties, compensation and tenure of the President and CEO. The President and CEO will serve as the full-time manager of the Society office and staff, coordinate the activities of the Society, and perform such other services as may be assigned by the Chairman, Board of Directors or Executive Committee. 5.12 EXECUTIVE COMMITTEE: The Executive Committee shall be composed of the Chairman, Chairman- Elect, Vice-Chairman, Secretary, Treasurer, and Immediate Past Chair. The President and CEO shall serve as an ex-officio member of the Executive Committee. The Executive Committee shall meet at the call of the Chairman. It shall act as an advisor to the Chairman and aid the staff in carrying out the policies of the Board of Directors and in administering the affairs of the Society. The Executive Committee has only such authority as the Board of Directors may grant. Article VI NOMINATION, ELECTIONS AND INSTALLATIONS 6.1 NOMINATING COMMITTEE: The Nominating Committee shall consist of five members of the Society. Two of these members shall be the two most recent Past Chairmen who are available and willing to serve. The other three members shall be elected each year by a majority vote of the members present at the annual meeting from nominations made by any Society member in attendance. The chairman shall be the most recent Past Chairman. No more than two members of the committee may succeed themselves. 6.2 MANNER OF NOMINATION AND ELECTION: The officers and directors-at-large shall be nominated and elected as provided in this Article. The Nominating Committee may not nominate nor recommend any of its members for any office with the exception of the recommendation made for the position of member of Council of the American Institute of Certified Public Accountants. For this position a member of the Nominating Committee could be recommended. 6.3 NOMINATIONS BY NOMINATIONS COMMITTEE: On or before November 15 of each year the Nominations Committee shall file with the Secretary a report of its nomination for each of the following offices: Chairman-Elect, Vice-Chairman, Secretary, Treasurer and three Directors-at-large. The Nominations Committee shall also include a statement that each of the nominees has consented to serve if elected and have been informed of the absentee provision stated in Article 5.4.5. The Secretary shall provide a copy of the report to each member of the Society. 5
The Nominations Committee, with the approval of the Board of Directors, shall make all nominations or recommendations of persons to represent the Society: (1) As officers and directors-at-large; (2) As members to serve on the Oklahoma Accountancy Board; (3) As members of Council of the American Institute of Certified Public Accountants; (4) As Trustees of the Oklahoma Society of CPAs Educational Foundation; (5) As Trustees of the Oklahoma Society of CPAs CPA-PAC; and (6) Any other nominations as may be required. 6.4 OTHER NOMINATIONS: Nominations as an officer or director-at-large may also be made by petition filed with the Secretary on or before December 1st. The petition shall be signed by at least twenty-five members other than the nominee and shall be accompanied by the nominee's written consent to nomination and to serve if elected. 6.5 ANNUAL ELECTION: (1) The Ballot Committee, on or before January 1, shall provide a ballot to each member in good standing as of the preceding December 1 at the member's last known address as reflected in the official records of the Society, providing for a vote on the nominees. Said ballot may be provided in printed or electronic format in such a manner to avoid deliberate duplication. (2) The ballot shall list the names of the nominees in alphabetical order for each office beginning with the highest office. (3) All ballots received on or before January 31 shall be counted and the results of that count shall be verified by the Ballot Committee. (4) At least one-tenth of the ballots provided by the Ballot Committee must have been returned on or before January 31; otherwise, the election shall not be valid and the same nominees shall be voted on by the members in attendance at the next annual meeting of the Society. Election shall be determined by a majority vote. In the event no nominee receives a majority of the ballots, then there shall be a runoff between the two nominees receiving the most votes. Ballots for the runoff elections shall be provided to the members within thirty days of the ballot count. If there is no necessity for a runoff, the members shall be notified of the results of the election by publication of the results in the official publication of the Society. The notification date will be the next available publication following the tabulation of the ballots. (5) A majority vote is a majority of actual votes cast for each office. (6) Any ballot received which has information deleted will be considered mutilated and will not be counted as a valid ballot. 6.6 CANVASS AND CERTIFICATION OF ELECTION: The Ballot Committee within three days after final tabulation of the ballots shall present its report to the Chairman of the Society. At a meeting of the Board of Directors held prior to the next annual business meeting of the Society, the Ballot Committee shall present its report together with the ballots cast in the election. The Board of Directors shall receive the report and make any investigation it may deem necessary. Questions regarding the validity of returned ballots and tie votes shall be resolved by a majority vote of the Board members present at that meeting. 6
6.7 SPECIAL PROVISION: If a vacancy occurs in the office of Chairman-Elect prior to December 1st, the name of the new nominee(s) shall appear on the regular annual election ballot, thus requiring a vote for two Chairman-Elect positions in that year. The replacement person elected would assume the Chairman-Elect office immediately upon ballot certification. If a vacancy occurs in the office of Chairman-Elect after December 1st, the nominee(s) shall be voted upon at the annual meeting, with election determined by majority vote. The person so elected would be installed as Chairman at that annual meeting. 6.8 INSTALLATION OF ELECTED NOMINEES: The Chairman shall report to the members at their next annual meeting the elected officers and directors-at-large. The members so elected shall thereupon be installed in their respective positions. Article VII APPOINTIVE COMMITTEES 7.1 APPOINTMENTS: On or before February 1st the Chairman-Elect shall canvass the members for committee service and ask that all replies be returned by March 1st. Using this information and other data, all committee chairpersons and members shall be appointed and notified by the Chairman-Elect to assume their duties concurrent with the Chairman-Elect assuming the Chairmanship. 7.2 CREATION: The Board of Directors shall have the power to create, designate purpose, and terminate committees whose members and chairpersons, except the Nominations Committee, shall be appointed by the Chairman or as outlined in 7.1 above. 7.3 AD HOC COMMITTEES: The Chairman shall create such ad hoc committees as are necessary for the operation of the Society. The Chairman shall appoint chairpersons and members of such committees. 7.4 COORDINATION: The Chairman may assign coordination of one or several committees to members of the Executive Committee or Board of Directors. 7.5 TERM OF MEMBERS: Except when a committee is discharged earlier, a committee member shall serve until the annual meeting following the close of the fiscal year for which the member is appointed or until the appointment of a successor, whichever is later. To the extent practicable, the Chairman shall reappoint to each committee at least one-third of the members who served in the preceding year, in order to provide continuity of experience in the committee. The Chairman may remove a member of an appointed committee. The Chairman may fill a vacancy in an appointed committee. Article VIII CHAPTERS 8.1 ORGANIZATION: An application for the formation of a chapter of the Society may be made by twenty-five or more members located in a city, county, or other geographical region of the state convenient for the functioning of chapter activities. The name of the chapter shall be identified with the city, county or geographical region and be designated as a chapter of the Society. The Society s Board of Directors, at its discretion, shall decide whether to authorize the formation of a chapter upon receipt of a request. The chapters shall function according to their own by-laws, which shall not conflict with Society's by-laws. 8.2 MEMBERSHIP: All members of chapters must be members of the Society. 8.3 SUSPENSION OR DISSOLUTION: The Board of Directors may suspend or dissolve a chapter if its activities are in conflict with the Society's mission statement. 7
Article IX FISCAL MATTERS 9.1 FISCAL YEAR: The fiscal year of the Society shall begin on May 1 of each year and end on April 30 of the following year. 9.2 BUDGETS: Prior to the last meeting of the Board of Directors for the current fiscal year, the Budget and Finance Committee shall prepare a one-year budget for the next fiscal year for submission to the Board of Directors for their approval. Upon adoption by the Board of Directors, the budget shall be made available to the membership through the Society office. The budget may be amended by action of the Board of Directors. 9.3 AUDIT COMMITTEE: An Audit Committee shall be elected by the Board of Directors. It will be comprised of two directors-at-large and a chapter president or chapter representative currently serving on the board. Members of the executive committee are ineligible to serve. The director-at large positions on the Audit Committee will each serve a two-year term coinciding with their terms on the board except for the initial committee which shall have one director-at-large in the second year of the two-year term and one director-atlarge in the first year of the two-year term. The director-at-large serving in the second year will serve as chair of the committee. Chapter presidents or representatives will serve a one-year term. Thus, each year a director-at-large in the first year of the two-year term and a chapter president or representative will be elected to the Audit Committee. The Audit Committee shall submit to the Board of Directors for approval, their selection of a firm of Certified Public Accountants, to express an opinion on the financial statements of the Society. The Audit Committee shall make arrangements with the auditors for their examination of the appropriate books, records and financial statements of the Society for the fiscal year selected to be audited. A member of the Audit Committee will present the audit results to the Board of Directors. Copies of the auditor's report shall be distributed to the Board of Directors and made available to the members upon request. 9.4 SURETY BOND: All individuals authorized to sign checks shall be covered by a surety bond at the expense of the Society. The Board shall specify the amount of the surety bond. 9.5 SPECIAL EXPENDITURE APPROVAL: The Executive Committee shall have the power to approve the expenditure, prior to or in lieu of the approval of the Board of Directors, of up to Five Thousand ($5000) Dollars of non-budgeted funds during each fiscal year. Approval by the Board of Directors would restore the amount subject to the Five Thousand Dollars ($5,000) limit. 9.6 CONDITIONS OF INDEMNIFICATION: The Society shall indemnify any person who: (1) Is made a party to an action, suit or proceeding, whether civil, criminal, administrative or investigative (except an action by or in the name of the Society) while said party was performing the duties of a director, officer, employee or agent of the Society, or was serving at the request of the Society as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses including but not limited to attorneys' fees, judgments, fines and settlement payments incurred in connection with such action, suit or proceeding if said person was acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Society and with respect to any criminal action or proceeding, and had no reasonable cause to believe one's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Society and with respect to any criminal action or proceeding, had reasonable cause to believe that one's conduct was unlawful; and (2) Is made a party to any action or suit whether civil or criminal in the name of the Society to procure a judgment in its favor by reason of the fact that said person was performing the duties of director, officer, employee or agent of the Society, or serving at the request of the Society as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against 8
all expenses including but not limited to attorneys' fees incurred in connection with the defense or settlement of such action or if said person acted in good faith and in a manner one reasonably believed to be in or not opposed to the best interests of the Society. Provided that no indemnification shall be made in respect to any claim, issue or matter which said person has been adjudicated liable for negligence or misconduct in the performance of duty to the Society unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is entitled to indemnity for expenses which the court having jurisdiction shall deem proper. 9.7 INDEMNIFICATION STANDARDS: Any indemnification pursuant to the provisions of Section 9.6 of this article shall be made by the Society only as authorized in the specific case upon a determination because said person has met the applicable standard of conduct specified unless otherwise ordered by the court having jurisdiction. Such determination shall be made: (1) By the Board of Directors by a majority vote of a quorum consisting of the directors who were not parties to the action, suit, or proceeding; (2) If such vote is not obtainable, or if a majority of the directors so decide, by written opinion of legal counsel not involved in the action, suit or proceeding; or (3) By majority vote of the members in a referendum vote as provided in Article XII. 9.8 PAYMENT OF EXPENSES: To the extent that a director, officer, employee or agent of the Society has been successful in an action, suit, or proceeding referred to in Section 9.6 of this article, said person shall be indemnified against expenses including but not limited to attorneys fees incurred in connection therewith. 9.9 ADVANCE PAYMENT: Expenses incurred in defending an action, suit, or proceeding referred to in Section 9.6 of this article may be paid in advance by the Society before final disposition. Such advance payment shall be subject to authorization by the Board of Directors upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it is ultimately determined that said person is not entitled to indemnification by the Society. 9.10 NON-EXCLUSIVITY: The indemnification provided for in this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled to pursuant to the provisions of these by-laws, vote of the members, or vote of the Board of Directors both as to action in said person's official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators or personal representative of such person as deemed appropriate. 9.11 INSURANCE COVERAGE: The Society is authorized to buy and maintain insurance on behalf of any person who is performing or has performed the duties of a director, officer, employee or agent of the Society, or at the request of the Society as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by said person in any such capacity, or arising out of this status as such, whether or not the Society would have the power to indemnify said person against such liability pursuant to the provisions of sections 9.6 through 9.10 of this article. Such purchase shall be authorized by a majority vote of the Board of Directors. 9
Article X MISCELLANEOUS MATTERS 10.1 RULES OF ORDER: The rules of parliamentary procedure as set forth in Robert's Rules of Order shall govern all meetings of the members of the Society and the Board of Directors. The Chairman shall act as Parliamentarian or may appoint an acting Parliamentarian for such term as the Chairman deems necessary. 10.2 SEAL: The corporate seal of the Society shall be the same in form as "The Great Seal of the State of Oklahoma" inside the rim of which shall be the inscription, "The Oklahoma Society of Certified Public Accountants". 10.3 ASSESSMENTS: An assessment may be levied upon the members by a three-fourths vote of the Board of Directors and approval by the members in a referendum vote as provided in Article XII. 10.4 NEWSLETTER: The CPAFOCUS is the official publication of the Oklahoma Society of CPAs. A copy of each issue of the CPAFOCUS shall be sent to each member of the Society. A portion of each member s annual dues shall be for a year s subscription to the CPAFOCUS and all electronic newsletters published by the OSCPA as determined by the Board of Directors. Article XI AMENDMENTS 11.1 METHOD: These by-laws may be amended by any of the following methods: (1) By a vote of three-fourths of the members present at any annual or special meeting as provided in Article IV. If the affirmative vote is a majority, but less than three-fourths, then the proposed vote shall be submitted by the Secretary to the membership for a referendum vote as provided in Article XII; (2) By approval in a referendum vote as provided for in Article XII upon recommendation of three-fourths of the members of the Board of Directors; or (3) By approval in a referendum vote as provided for in Article XII upon submission to the Board of Directors of a petition signed by one-tenth of the members as determined by the official records of the Society. Article XII REFERENDUM VOTE BY MEMBERS 12.1 PETITION FOR VOTE: A petition for a referendum vote by the members of the Society may be filed with the Secretary: (1) As provided in Article X, Section 10.3 or Article XI of these by-laws; (2) By the affirmative vote of three-fourths of the members of the Board of Directors; or (3) When signed by one-tenth of the members of the Society determined by reference to the Society's records on the date of the petition. 12.2 METHOD OF VOTING: Within ten days of receipt by the Secretary of a petition requesting a referendum, the Secretary shall provide a ballot, by mail or through electronic submission, to each member at the member's last known mailing or electronic address as reflected in the official records of the Society, containing the following: 1. A copy of the petition; 2. An extract of the minutes of the Board of Directors if the petition relates to any action taken by the Board of Directors; 10
3. The proposition to be voted on and providing for the acceptance or rejection of the proposition; and 4. A notice that said ballot shall not be counted unless returned to the office of the Society or electronically submitted on or before a specific date, which shall be at least thirty days after the date on which the ballot is provided. 12.3 COUNTING OF VOTE: The Chairman shall appoint one member of the Board of Directors and one member-at-large to assist the Secretary in counting the votes. Said count shall be within five days after the date set for the return or electronic submission of the ballots and upon completion the results shall be reported to the Chairman within one business day. 12.4 APPROVAL OF REFERENDUM: The approval of a proposition by the members requires votes to be cast by at least one-third of the members as reflected in the official records of the Society on the date the ballots were provided and an affirmative vote of two-thirds of the votes cast. The vote may be conducted through a secure electronic ballot on an OSCPA designated website approved by the Executive Committee. Members voting by electronic submission are present for all purposes of quorum, count of votes, and percentage of total voting power present. 12.5 EFFECTIVE DATE OF REFERENDUM VOTE: The effective date of any proposition approved by a referendum vote shall be the day on which the ballots are counted unless the proposition specifies a later date. Article XIII CODE OF PROFESSIONAL CONDUCT 13.1 APPLICATION: The Code of Professional Conduct of the Society consists of the Code of Professional Conduct of the American Institute of Certified Public Accountants (AICPA) in effect and as may be modified or amended, except in the case of any conflict between that Code and these by-laws, then the by-laws of the Society shall prevail. In further recognition of the public interest and obligation to the profession, the members' acceptance should not be construed as a denial of the existence of other applicable professional standards of conduct not specifically mentioned. Article XIV DISCIPLINARY PROCEEDINGS 14.1 CAUSES FOR DISCIPLINE: A member may be expelled from membership, suspended for not more than two years, or admonished if the member infringes any of these by-laws, including the code of professional conduct, pursuant to the procedures set forth in this Article. 14.2 INQUIRY: The Professional Ethics Committee shall consider all complaints and other information coming to its attention, which may involve a potential disciplinary matter. The Committee may also initiate an inquiry on its own motion. 14.3 JOINT ETHICS ENFORCEMENT PLAN: The Professional Ethics Committee upon receipt of a complaint or other information coming to its attention indicating that a member of the Society, whether an AICPA member or not, may be involved in a potential disciplinary matter, shall proceed to act in accordance with the terms of any existing agreement between the Society and the AICPA relating to the Joint Ethics Enforcement Program (JEEP) and the Rules of Practice and Procedure of the Joint Trial Board which is part of JEEP. A Society member, whether an AICPA member or not, may be subject to disciplinary action if that member fails to cooperate with the professional ethics division in any disciplinary investigation of the member, or a partner or employee of the firm by: (1) Not making a substantive response to interrogatories or a request for documents from the Professional Ethics Committee; or (2) By not complying with the educational and remedial or corrective action determined to be necessary 11
by the professional ethics committee. Response or compliance with the directive to take educational, remedial or corrective action from or by a member must occur within thirty days after the posting of notice by registered or certified mail to the member's last known address as reflected in the official records of the Society. 14.4 HEARINGS: In the event that a hearing is required to dispose of a charge of violation of the Code of Professional Conduct, the hearing shall be conducted in accordance with the terms of the aforesaid agreement between the Society, the AICPA, and the rules of the Joint Trial Board Division. 14.5 POWER OF SOCIETY BODIES: All committees, boards, and other bodies of the Society are hereby empowered to carry the provisions of Section 14.3 and Section 14.4 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. 14.6 RESIGNATION WHILE UNDER INVESTIGATION BY PROFESSIONAL ETHICS COMMITTEE: Unless acceptance of a resignation is recommended by the Professional Ethics Committee or the Joint Trial Board, no action shall be taken on the resignation of a member with respect to whom: charges are under investigation by the Professional Ethics Committee; or, there is a lack of compliance with directives of that committee or the Joint Trial Board whether or not agreed to by the member; or, there is a complaint pending before the Joint Trial Board. If a person whose resignation was accepted when he or she was under investigation or was the object of a complaint should subsequently apply for reinstatement, the Board of Directors should not reinstate such person without the consent of the Professional Ethics Committee or the Joint Trial Board as the case may be. The jurisdiction of the Joint Trial Board is established under an existing agreement between the Society and the AICPA. 14.7 DISCIPLINARY ACTION WITHOUT A HEARING: (A) Criminal conviction of a member Membership in the Society shall be suspended without a hearing if a judgment of conviction is imposed upon any member. Upon receipt by the Secretary of a copy of a final judgment of conviction, membership shall be terminated for: (1) A crime punishable by imprisonment for more than one year; (2) Willful failure to file any income tax return, which the member, as an individual taxpayer, is required by law to file; (3) Filing a false or fraudulent income tax return of the member or by the member on behalf of a client; (4) Willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client. However, the Board of Directors shall provide for the consideration and disposition, with or without a hearing, of a timely written petition of any member that the member s membership should not be suspended or terminated pursuant to Section 14.7(A) herein. (B) Other Disciplinary Action (1) 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 as such or to practice public accounting be suspended as a disciplinary measure by authority of any state or territory of the United States or the District of Columbia; however, such suspension shall terminate upon reinstatement or the certificate, license or permit. Membership in the Society shall be terminated without hearing if such certificate, license or permit is revoked as a disciplinary measure by authority of any state or territory of the United States or the District of Columbia. 12
(2) The Professional Ethics Committee and the Board of Directors may jointly approve certain governmental agencies and other organizations whose disciplinary actions against a member will permit the Society to take disciplinary action against that member without a hearing. To be eligible for approval, the governmental agency must be one which has the authority to prohibit a member from either practicing before it or serving as a director, officer or trustee of an entity. To be eligible for approval, an organization other than a governmental agency must be one which has been granted the authority by statute or regulation to regulate accountants. If such approved governmental agency or organization temporarily suspends, prohibits or restricts a member from practicing before it or another governmental agency, or from serving as a director, officer or trustee of any entity, the member s membership in the Society shall be suspended; however, such suspension of membership shall terminate upon such agency s or organization s termination of the suspension, prohibition or restriction. If such approved governmental agency or organization bars or permanently or indefinitely suspends, prohibits or restricts a member from practicing before it or another governmental agency, or from serving as a director, officer or trustee of any entity, the member s membership in the Society shall be terminated. (3) A member who has been subjected to any sanction as a disciplinary measure other than or in addition to those sanctions addressed above, by an authority covered in section 14.7(B)1 or 14.7(B)2, may also be subjected to discipline by the Society without a hearing pursuant to guidelines established by the Professional Ethics Committee and approved by the Board of Directors. (4) The Board of Directors shall provide for the consideration and disposition, with or without a hearing, of a timely written petition by the Professional Ethics Committee or the member that the member should not be disciplined pursuant to section 14.7 (B). (C) Trial Board Disciplining Not Precluded Application of the provisions of section 14.7(A) and section 14.7(B) shall not preclude the summoning of the member concerned to appear before a hearing panel of the trial board pursuant to section 14.4. 14.8 PUBLICATION OF DISCIPLINARY ACTION: Notice of the result of final action in every disciplinary matter pursuant to Sections 14.4 through 14.7, including the reasons therefore and the name of the Society member shall be published by the Society in accordance with the terms of any existing agreement between the Society and the AICPA relating to the Joint Ethics Enforcement Program (JEEP) and the Rules of Procedure and Practice of the Joint Trial Board which is a part of JEEP. The Board of Directors may also prescribe additional disclosures of any matter within the jurisdiction of the Professional Ethics Committee. 13