Bylaws

BYLAWS OF THE
ACCOUNTANTS ASSOCIATION OF IOWA
as amended by the General Membership on November 16, 2015

The ACCOUNTANTS ASSOCIATION OF IOWA organized for the purpose of instilling in its members an appreciation of responsibilities to their clients and the importance of rendering a prompt, faithful and efficient service, and to fix and maintain a high standard of conduct for the members as professional people, hereby adopts the following Bylaws:
 
ARTICLE I
Membership

A.  THERE SHALL BE THREE CLASSES OF MEMBERSHIP AS FOLLOWS:

    1. FULL MEMBERSHIP, consisting of:

a. Individuals licensed by the State of Iowa or another state as, a Certified Public Accountant (CPA), a Licensed Public Accountant (LPA), or the equivalent thereto.

b. Individuals who have at least a bachelor’s degree from an accredited college or university and have at least one year of experience in the accounting field.

c. Individuals who have two years’ credits in an accredited college or university, together with completion of a specialized course in a business college or school and three years of experience in the accounting field, or a graduate of high school and five years of experience in the accounting field.

d. Individuals who have had three years of experience as an agent, auditor, or field representative with the Internal Revenue Service or Iowa Department of Revenue.

e. Individuals who are enrolled to practice before the Internal Revenue Service.

f. Individuals who held full membership prior to November 17, 1986.

g. Other individuals engaged in the practice of public accounting, tax preparation, or work relative thereto who do not meet any of the above requirements.

h. Employees of an accounting/tax practice firm.

i. Instructors/teachers of accounting at an accredited university or community college.

j. Individuals who are employed by government, financial institutes, private sector business, or non-profit entities and their primary duties are in the field of accounting or tax.

    2. HONORARY MEMBERSHIP, consists of members or non-members whose qualifications for this status shall be determined by the     Board of Directors.

    3. LIFETIME MEMBERSHIP, consists of members who have been Full members for at least twenty (20) years and plan to work, both     currently and in the future, less than one thousand (1000) hours per year in the fields of accounting and tax preparation.  All members     seeking Lifetime membership must apply to and be approved by the Board of Directors.

B. METHOD OF PROCEDURE:

1. Applicants for membership shall be required to state in writing that they will abide by and support the Articles of Incorporation, Bylaws, and Code of Ethics of the Association.  Full payment of dues shall accompany the application for membership.

2. Each applicant for membership shall be referred to the Executive Secretary, and he or she shall make all inquiries necessary for the careful and proper consideration of said application.

3. Membership is non-transferable and shall be issued to and in the name of one individual.

C. EDUCATION REQUIREMENTS FOR FULL MEMBERSHIP:

1. All Full members shall be required to complete continuing education in the fields of accounting, taxation, and related fields.  Education approved for continuing education credit by the Iowa Accountancy Examining Board, Internal Revenue Service for Enrolled Agents, or the Accreditation Council for Accountancy and Taxation will be accepted for credit.

2. Members licensed by the Iowa Accountancy Examining Board, Internal Revenue Service as Enrolled Agents per Circular 230, or Accreditation Council for Accountancy and Taxation will be exempt from reporting continuing education by providing proof to the Executive Secretary of said licensure.

3. Each Full member except those except by Article I(C)(2) shall be required to submit every three (3) years to the Executive Secretary a report on education completed in the prior three (3) calendar years.  Those members who fail to do so will be dropped from Full membership until they certify the required hours to the Executive Secretary.

4. The required amount of continuing professional education shall be seventy-two (72) hours in each three (3) year period.
 
ARTICLE II
Termination of Membership

A. PROCEDURE:

1. Charges which carry a penalty of expulsion must be filed in writing with the Secretary by a member in good standing and shall be heard and determined at any regular or special meeting of the Board of Directors.  The defendant shall be permitted to be represented by counsel.  The Secretary, at least sixty days prior to the meeting at which the charges will be heard, shall notify the defendant member, in writing, of the substance of the charge.  After due hearing upon the said charge, a member may be expelled by an affirmative vote of two-thirds of the Board of Directors members present.

2. Violation of the Code of Ethics of the Association, or any conduct of any member which the members of the Association deem to be sufficient cause for expulsion, shall be sufficient grounds for the expulsion of any member in the manner herein before provided.

3. The membership of any member whose dues or assessments have remained delinquent for two months, may, at the discretion of the Board of Directors, be terminated.

4. All applicants for membership in the Association must agree in writing to return their certificate of membership to the Association in the event that their membership is terminated for any of the reasons above stated.

5. The Board of Directors shall have the power to suspend or dismiss any member found guilty of violation of the Association’s Code of Ethics.  However, any member so suspended or dismissed shall have the right to appeal to the entire membership after such action by the Board of Directors.
    
ARTICLE III
Districts

A. This Association shall be subdivided into three (3) districts as designated by the Board of Directors.  Each district shall have a District Director who shall be elected for a term of three years.  The elections for District Director shall be so held that no more than one-third of the directors shall be elected in any one year.
 
ARTICLE IV
Meetings

A. REGULAR AND SPECIAL MEETINGS:

1. The Annual Meeting of the Association shall be held at such time and place as is coincident with the 1040 Seminar.

2. The President of the Board of Directors shall call a special meeting of the membership within 30 days of receipt of a petition signed by 10% of the voting members.

3. Special meetings of the Board of Directors may be held at the call of the President of the Board of Directors or Secretary of the Association upon three days’ notice.

B. QUORUM:

1. Twenty voting members of the Association shall constitute a quorum at any Association meeting.

2. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any Board of Directors meeting.

C. PROCEDURE:

1. Roberts’ Rules of Order shall govern the routine of business on all parliamentary questions and procedures not otherwise governed by the Articles of Incorporation and the Bylaws.

2. The President shall appoint a parliamentarian for all meetings who shall be familiar with the Articles of Incorporation and the Bylaws of the Association and with Roberts’ Rules of Order.  All questions of procedure shall be directed to him or her for decision.
 
ARTICLE V
Nominations and Elections

A. All officers, and the district directors (including those elected by district and those elected at-large), shall be nominated and elected at the regular annual meeting, as the last order of business.  All officers and district directors shall assume their duties the first day of January following the regular annual meeting.

B. Nominations from the floor shall be recognized by the chair.

C. Voting for election of officers shall be by written ballot unless unopposed.  In the event of a tie, a new vote shall be taken.

D. No name shall be placed upon the ballot or voted upon until the Secretary has determined that the member is eligible, in good standing, and willing to serve if elected.
 
ARTICLE VI
Officers, Committees, and their Duties
A. PRESIDENT:

1. The President shall preside at all meetings of the Association, and all meetings of the Board of Directors, and perform such duties as usually appertain to his or her office.  The President is a member “ex officio” of all committees, except the Nominating Committee.

2. Standing Committee appointments, including vacancies, shall be made by the President.

3. The President shall appoint all committees not otherwise specified.

B. VICE-PRESIDENT:

1. The Vice-President shall assist the President in the performance of his or her duties.  The Vice-President shall succeed to the office of President in the case of vacancy and fill the unexpired term of President.

C. SECRETARY-TREASURER:

1. Secretary-Treasurer shall have charge of all property of the Association unless otherwise provided for and hold the same subject to the orders of the Board of Directors of the Association.

2. Secretary-Treasurer shall appoint a Sergeant-at-Arms who shall see that all members attending any Association meeting are in good standing, or are invited guests.

3. Secretary-Treasurer shall approve and pay all ordinary and necessary disbursements.  Any unusual expenditures will be presented to the President for action.

4. Secretary-Treasurer shall present a (2) two year comparative financial report at the regular annual meeting of the Association.

5. Secretary-Treasurer shall present current financial reports and any other financial reports as requested by the Board of Directors at the Board of Director’s meetings.

D. DIRECTOR-AT-LARGE:

1. One Director-at-Large shall be the immediate Past President.  A second Director-at-Large shall be elected by the membership of the Association.  Both shall serve on the Board of Directors.

E. DISTRICT DIRECTORS:

1. The duties of the District Directors shall be to serve on the Board of Directors and to perform such duties as are designated by the Board of Directors.

F. NSA STATE DIRECTOR:

1. Duties of the State Director of the National Society of Accountants shall be to act as a liaison with the Accountants Association of Iowa and promote the various benefits available by being affiliated with the National organization.  He or she shall serve on the Board of Directors.

G. BOARD OF DIRECTORS:

1. The Board of Directors of the Association shall consist of the President, Vice-President, Secretary-Treasurer, District Directors, Directors-at-Large, and NSA State Director.

2. The Board of Directors shall have the power to acquire such property as may be necessary to promote the functions and objectives of the Association.

3. The Board of Directors, may, when it deems it necessary, make such disposition and sale of any property thus acquired, as may be proper under the circumstances, or which shall remain at the time of the termination of the Association.

4. The Board of Directors shall have the power to determine compensation for the Secretary-Treasurer, Executive Secretary, and other personnel as needed.

5. The Executive Committee shall have such other powers as are granted by the Bylaws and all administrative duties not otherwise delegated to the officers, including the power to levy one special dues assessment in any one year, in case of dire need, not to exceed $25.00.  An assessment in excess of $25.00 may be levied only when voted by the membership.

6. Vacancies in any elective office shall be appointed by the Board of Directors for the balance of the terms.

H. LEGISLATIVE COMMITTEE:

1. Committee members shall be appointed by the President.

2. Duties shall be to act on legislative and interrelated state matters, and report such matters at regular or special meetings of the Association and, at such time, or times, as the President shall require.

3. This committee shall have authority, subject to the President’s approval, to appoint additional members of the Accountants Association of Iowa to serve on such committee in the treatment of specific facets of its activity and to excuse such members at the conclusions of their duties.

I. NOMINATING COMMITTEE:

1. The Nominating Committee shall consist of a Chairman, who is the immediate Past President, and two other Full members appointed by the President.  Membership on this committee does not preclude an individual’s eligibility for nomination to an office.  The Nominating Committee shall submit to the Board of Directors a slate of candidates for office for the ensuing year.  The slate will then be presented to the general membership at its annual meeting, at which time elections shall take place.

J. STANDING COMMITTEE:

1. Standing Committees shall include all committees of the Association, except the Nominating Committee.

2. The Standing Committee shall be authorized, created, and terminated by the Board of Directors, according to the needs of the Association.

3. Members of any Standing Committee will be appointed by the President.
 
ARTICLE VII
Voting

 
A. Each Full member and each Lifetime member of the Association shall be entitled to one (1) vote.  Members whose dues are in arrears shall not be permitted to vote.  A majority vote of all Full and Lifetime members present shall carry any proposition before the Association for vote unless otherwise specified by the Articles of Incorporation or these Bylaws.

ARTICLE VIII
Dues

 
A. Annual dues will be reviewed by the Board of Directors.  Any change in dues structure will require a two-thirds vote by the Board of Directors.  Annual dues for Full membership shall be payable by January 1 and considered delinquent after May 1.  There shall be no annual dues for Honorary members or for Lifetime members.

ARTICLE IX 
Code of Ethics

 
A. All Full members shall conform to a Code of Ethics prepared by the Board of Directors of the Association.  The Code of Ethics shall be reviewed, and amended if necessary, on a regular basis by the Board of Directors.

ARTICLE X
Termination

 
A. The duration of the Association is perpetual.

ARTICLE XI
Executive Secretary

 
A. The Executive Secretary shall be the Administrative Officer of the Association.  He or she shall conduct and direct the affairs of the Association under the supervision of the President and the direction of the Board of Directors.  He or she shall give bond for the faithful performance of his or her duties as determined by the Board of Directors.

B. The Executive Secretary can be a member, a non-member, or an entity that performs the duties delegated to the position.

C. When a vacancy occurs in the position of Executive Secretary, the President of the Association shall appoint a temporary Executive Secretary. The President shall appoint a search committee of not less than three or more than five Full members in good standing of the Association to make a recommendation to the Board of Directors for filling the vacancy.