Bylaws

ARTICLE I

NAME OF ORGANIZATION; PRINCIPLE OFFICE

§1 Name. The legal name of this organization shall be FLORIDA SOCIETY OF ACCOUNTING AND TAX PROFESSIONALS, INC. however, the organization shall be commonly known as the FLORIDA SOCIETY OF ACCOUNTANTS (The “Society”). The Society may from time to time be referred to, or may refer to itself, by its acronym FSA. The legal name Florida Society of Accounting and Tax Professionals, Inc. shall be used only on legal documents.
§2 Name Change. The name of the Society shall not be changed except by adoption of an amendment to its articles of incorporation duly adopted in accordance with the provisions of these bylaws and/or by law.
§3 Principal Office. The principal office of the Society shall be located in the State of Florida. The Society may have such other offices as its Board of Directors may from time to time determine.

ARTICLE II

PURPOSES AND POWERS

§1 Purposes.The purposes of the Society are:

  1. To promote, foster, and encourage the development, welfare and interests of accountants and tax professionals in the State of Florida by, among other things:
    1. Promoting and encouraging educational programs, training, and support of accountants and tax professionals, including preparing, distributing, and disseminating all forms of educational information through newsletters, literature, pamphlets, books and seminars, forums, panels and discussion groups, directly or indirectly, to advance the cause of tax and accounting skills and education, whether general, professional, or technical;
    2. Giving instruction in accounting, bookkeeping, taxation, and other subjects which relate to the preparation of an individual for trained services as a professional accountant or tax professional;
    3. Gathering, receiving, and disseminating such information as may be helpful in the instruction of its members;
    4. Maintaining local chapters to advance the purpose and programs of the Society, promoting at a local level the welfare and needs of the membership in all matters affecting the welfare and interest of the membership and the general public of the State of Florida;
  2. To promote the general public’s understanding and appreciation of professional accountants and tax professionals and the services they render;
  3. To take any action necessary or helpful to the accomplishment of any of the forgoing purposes.

§2 Powers. The Society shall have and enjoy all the powers which may lawfully be exercised by a corporation organized and operating under the Florida Not For Profit Corporation Act, Chapter 617, Florida Statutes (1995), as now existing or as subsequently amended.

ARTICLE III

MEMBERSHIP

§1 Classes of Membership. The Society shall have one or more classes of membership as defined in the Policy and Procedures manual by the Board of Directors from time to time by resolution duly adopted, but no more than one membership shall be held by any one person. The rights and privileges of members within each class of membership shall be equal, but rights and privileges of members of different classes may be unequal, as defined in the Policy and Procedures manual by the Board of Directors from time to time by resolution duly adopted.
§2 Voting Rights. Each Regular or Life Member of the Society in good standing as of the date of the holding of the annual or any special membership meeting shall, if present at such meeting, be entitled to vote on each matter coming before such meeting for a vote. No voting by proxy or by mail shall be allowed at any annual or special meeting of members.
§3 Qualification For Membership. Any individual who meets the criteria established from time to time by the Board of Directors for membership in the Society, and who agrees to be bound by the Society’s articles of incorporation and bylaws, and also by such rules and regulations as the Board of Directors may from time to time adopt, shall be eligible for membership in the Society.
§4 Admission to Regular Membership. The Board of Directors shall from time to time prescribe the form and manner in which any interested person may make application for regular or other form of membership in the Society, and may, by resolution duly adopted, delegate to the Membership Qualification Committee the responsibility for reviewing and taking action on all applications for membership.
§5 Admission to Life Membership. Life members shall have all the rights and privileges of regular members. Life members shall be all past presidents of the Society. Life members shall not pay any dues.
§6 Admission to Honorary Member. The Board of Directors shall from time to time prescribe the form and manner in which any person may be granted honorary membership. Honorary members shall not have the right to vote, nor shall they have the right to serve on the Board of Directors. Honorary members shall not pay any dues.
§7 Admission to Associate Membership. The Board of Directors shall from time to time prescribe the form and manner in which any interested person may make application for associate membership in the Society. Associate members shall not vote and shall not be eligible to serve as members of the Board of Directors.
§8 Admission to Student Membership. The Board of Directors shall from time to time prescribe the form and manner in which any interested person may make application for student membership in the Society. Student members shall not vote and shall not be eligible to serve as members of the Board of Directors.
§9 Supplemental Affiliated Membership. The Board of Directors shall from time to time prescribe the form and manner in which any interested person may make application for supplemental affiliated membership in the Society. Supplemental affiliated members shall not vote and shall not be eligible to serve as members of the Board of Directors.
§10 Admission to Retired Membership. The Board of Directors shall from time to time prescribe the form and manner in which any interested person may make application for retired membership in the Society. Retired members shall not vote and shall not be eligible to serve as members of the Board of Directors.
§11 Property Rights. No member shall have any right, title, or interest in any of the property or assets of the Society, nor shall any of such property or assets be distributed to or inure to the benefit of any member upon the dissolution or winding up of the affairs of the Society.
§12 Resignation, Transfer and Reinstatement. Membership in the Society shall be non-transferable. A member may resign by tendering his or her resignation to the Board of Directors, but such resignation shall not relieve the member from liability for any dues accrued and unpaid at the time when such resignation is tendered. A member who has resigned may apply for later reinstatement in the same manner as application is made for initial membership.
§13 Membership Termination.

  1. Resignation or Death. A member’s membership shall automatically terminate on the receipt of written resignation or death of such member.
  2. Failure to Pay Dues. A member’s membership may be terminated by the Board of Directors upon the member’s failure to pay the required dues. A member who fails to pay any dues or other assessments required within sixty (60) days from the due date shall be notified by the Treasurer in writing of the Board’s intent to terminate his or her membership. If such member then fails to pay such dues or other monies within thirty (30) days of the date of the written notice, his or her membership shall automatically be terminated.
  3. Misconduct or Ineligibility. If any member of the Society is found by the Board of Directors to have been guilty of misconduct or an act prejudicial either to the best interests of the Society or to the purpose for which it is formed, or if a member changes his or her occupation and, as a result, no longer qualifies, in the opinion of the Board of Directors, for membership, such member shall be notified in writing of the Board’s intention to terminate his or her membership. Such member shall be given the opportunity to appear personally before the Board and be heard regarding such purposed termination. By a two-thirds (2/3rds) vote of all directors present at such hearing, the Board of Directors may terminate the membership of such member in the Society.

 

ARTICLE IV

MEMBERSHIP DUES AND FEES

§1 Annual dues and Initiation Fee. The Board of Directors may determine from time to time the amount of the initiation fee, if any, and annual dues payable to the Society by each member, or each class of members. §2 Payment of Annual Dues. Annual dues shall be payable in advance on or before June 30th of each year. §3 Assessments. At a special meeting of the Board of Directors, the Board may determine the need of additional funds necessary to protect the best interest of the Society. By a two-thirds (2/3rds) vote of all directors the Board may levy the membership for emergency funding.

ARTICLE V

LOCAL CHAPTERS

§1 Purpose.The Society shall establish local chapters to carry out the purpose of the Society on the local level. Local chapters shall be located throughout the state to facilitate members attendance at regularly scheduled local chapter meetings. Local chapters shall elect one (1) director for each chapter to serve on the Board of Directors of the Society.

  1. Establishment of Local Chapters. The Board of Directors may, by majority vote at any meeting at which a quorum is present, authorize a local chapter of the Society to be organized and established in any location upon receipt of a petition signed by six (6) or more persons who are voting members of the Society in good standing. Local chapters shall be designated in this manner: (name of location) Chapter of the Florida Society of Accountants.

§2 Application for Chapter Membership. To be eligible for membership in a local chapter, a person must be a member in good standing of the Society. Each chapter shall have a membership committee, which shall obtain from each applicant a signed application of membership. After the chapter approves such application, it shall be forwarded to the Society where admission to membership shall be referred to the Membership Qualifications Committee for action. The chapters may at its discretion accept any member in good standing with the Society as a member of the chapter.
§3 Society’s Bylaws and Rules Govern. The bylaws of the Society, and the policies and procedures adopted from time to time by the Board of Directors of the Society, shall apply to and govern the activities of all chapters of the Society.

ARTICLE VI

MEETING OF MEMBERS

§1 Annual Meeting. An annual meeting of members shall be held at the annual convention each year, or on such other date and at such other time as the Board of Directors may designate from time to time by resolution duly adopted. Appropriate for consideration at such meeting shall be the election of officers and the installation of directors, and such other corporate business as may properly come before the meeting. If the election of officers and installation of directors is not held on the day designated for the annual meeting, or at any adjournment of such meeting, the Board of Directors shall cause the election and installation to be held at a special meeting of the members conducted as soon thereafter as may be convenient.
§2 Special Meetings. Special meetings of members may be called by the President, the Board of Directors, or not less than ten percent (10%) of the members who are qualified and entitled to vote at such meeting.
§3 Parliamentary Procedure. All meetings of directors and/or members shall be governed by Roberts Rule of Order, except as to those rules that are inconsistent with these bylaws and/or with the articles of incorporation of the Society. §4 Place of Meeting.The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual meeting of members. If no designation is made, the place of meeting shall be the principal office of the Society.
§5 Notice of Meeting. Written notice stating the place, day and hour of any annual or special meeting of members shall be delivered personally or by mail to each member entitled to vote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of such meeting, by or at the direction of the President, Secretary or such officers or persons as are calling the meeting. In the case of special meetings, or when required by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If sent by mail, the notice of meeting shall be deemed delivered when deposited in the United States mail, postage paid, addressed to the last known address of the members as it appears on the records of the Society at the time of mailing.
§6 Quorum. Members holding five percent (5%) of the total vote which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting without further notice.
§7 Voting by Mail; Proxies. No voting by mail or proxy shall be allowed at any annual or special meeting of members.

ARTICLE VII

DIRECTORS

§1 Scope of Authority; Delegation of Authority. Except as otherwise provided in the articles of incorporation, the powers of the Society shall be exercised, its properties shall be controlled, and its business, affairs, activities and policies shall be conducted by, its Board of Directors. The Board may, however, delegate the performance of any duties or exercise of any powers to such officers and/or agents as the Board may from time to time designate by resolution duly adopted, provided however, that the designation of the delegation of authority to such officers and/or agents shall not relieve the Board of Directors, or any director individually, of any responsibility imposed on the Board of Directors or any individual director by these bylaws.
§2 Number and Composition of the Board.The authorized number of directors of the Society shall consist of the following:

  1. Officers. The President, 1st Vice President, 2nd Vice President, Treasurer and Secretary of the Society.
  2. Past President. The immediate Past President of the Society.
  3. Directors. One director elected from each of the chapters of the Society established under Article V §1 of these bylaws.
  4. NSA State Director. National Society of Accountants, Inc. State Director shall be an ex officio (non voting) member of the Board of Directors.

§3 Qualification of Directors. Directors must be Regular Members of the Society in good standing as of the date of his or her election.
§4 Term of office. The term of office for each director shall be two (2) years. Each director may serve only two (2) full terms in successions.
§5 Replacement of Directors.

  1. Whenever a vacancy exist on the Board of Directors because of death, resignation, or otherwise of the President, 1st Vice President, 2nd Vice President, Treasurer or Secretary the vacancy shall be filled by majority vote of the Board of Directors for the unexpired portion of the term.
  2. Whenever a vacancy exists on the Board of Directors because of death, resignation, or otherwise of the Immediate Past President, the next previous Past President shall be appointed to fill the unexpired portion of the term. If such Past President is unable to serve, the next previous Past resident shall be appointed, and so forth, until the vacancy is filled.
  3. Whenever a vacancy exists on the Board of Directors because of the death, resignation, or otherwise of one of the local chapter directors, the vacancy shall be filled by election on the part of the chapter previously represented by the director that caused the vacancy. Such election must be held not more than sixty (60) days after the vacancy occurred. The result of such election shall be presented to the Board in writing, whereupon the appointee shall be installed as a member of the Board of Directors for the unexpired term of the director whose office was vacated.

§6 Compensation. No member of the Board of Directors shall receive any compensation from the Society for his or her service. However, Officers may be reimbursed for ordinary and necessary Society expenses in carrying out their duties. Chapter Directors may be reimbursed by their Chapter for ordinary and necessary expenses in carrying out their duties as Chapter Directors.
§7 Meetings of Directors.

  1. In General. Meetings of directors shall be held at such time and place as the Board of Directors may from time to time designate by resolution duly adopted.
  2. Regular Meetings. An organizational meeting of the Board of Directors shall be held as soon as possible after the annual meeting of members at which such directors were elected. Thereafter, a regular meeting of the Board shall be held at least twice a year. Notice of such meeting shall be signed by the Secretary and mailed to each director at the address last recorded on the books of the Society not less than ten (10) or more than (30) days before the date of the meeting.
  3. Special Meeting. The President may, as he or she deems necessary, and the Secretary shall, if so required in writing by five (5) or one-third (1/3rd), whichever is the lesser number, of the Board of Directors, call a special meeting of the Board. In such event, seven (7) days written notice to each director shall be deemed sufficient notice.
  4. Quorum For Transacting Business. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
  5. Action By Majority Vote. Except as otherwise provided in these bylaws or in the articles of incorporation of the Society, the act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

 

ARTICLE VIII

NOMINATION AND ELECTION OF OFFICERS

§1 Nominating Committee.

  1. Appointment. The Nominating Committee shall consist of one (1) member appointed by the President to serve as the voting Chairperson of the Committee and one (1) member elected by each local chapter to serve as voting members of the Committee. Each chapter shall promptly file within seven (7) days written notice of such election with the Secretary of the Society.
  2. Eligibility. Each member of the Nominating Committee shall be a voting member of the Society in good standing as of the date of his or her election. No person shall serve on the Nominating Committee for more than one (1) year. No person shall succeed himself/herself or serve two (2) consecutive years.
  3. Meeting and Report of Nominating Committee. The Nominating Committee shall meet prior to the annual meeting of the members of the Society. By majority vote of the entire committee, the Nominating Committee shall nominate candidates for each designated office for the ensuing term of office. A report signed by the majority of the members of the Nominating Committee shall be filed with the Secretary prior to the annual meeting.
  4. Nominations by Member Motion. At any annual membership meeting, nominations for any office may be made by any voting member in good standing by motion made from the floor and duly seconded.
  5. Final Election. Rules governing the final election are as follows:
    1. A candidate may not run for more than one office.
    2. A regular member may run for any position for which he or she qualifies without progressing up the ranking order of positions of the Executive Committee.
  6. Casting of Votes by Voting Members. Each member in good standing that is entitled to vote in the affairs of the Society, shall be entitled to cast one (1) vote for the election of each officer. A member entitled to vote may cast his or her vote in person by attending the annual meeting of members of the Society.

 

ARTICLE IX

OFFICERS

§1 Designation of Officers. The officers of the Society shall be a President, 1st Vice President, 2nd Vice President, Secretary and Treasurer. The Board of Directors may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board of Directors. No two or more offices may be held by the same person. No person shall be eligible for election to succeed himself or herself in the same office with exception of the Secretary and Treasury.
§2 Election and Term of Office. The officers of the Society shall be elected by the voting members at the annual convention to serve for a one (1) year term. The President, 1st Vice President and the 2nd Vice President shall not be eligible to succeed himself or herself in the same office, but may be re-elected for a different office by majority vote of the voting members. However the Secretary and Treasurer may succeed himself or herself in the same office upon being re-elected by majority vote of the voting members. The Secretary and Treasurer shall not serve more than four (4) one (1) year terms.
§3 Removal of Officers. Any officer may be removed by majority vote of the Board of Directors whenever in its judgment the best interest of the Society would be served. Any such removal shall be without prejudice to the rights, if any, of the officer removed.
§4 Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by majority vote of the Board of Directors for the unexpired portion of the term.
§5 President.The President shall have a minimum of two (2) years experience serving on the Board, of which one year shall have been served on the executive committee before being eligible to be nominated as President. He or she shall be the chief executive officer of the Society and subject to oversight by the Board of Directors, shall exercise general supervision and control over all activities of the Society. The President:

  1. shall preside at all meetings of members and directors;
  2. shall be the chairman of, and shall preside at, all meeting of the Executive Committee;
  3. shall be an ex officio (non voting) member of all other committees of the Board;
  4. may appoint such other committees of members as he or she deems advisable and in the best interest of the Society, and may suspend and temporarily remove until the next regular meeting of the Board of Directors any committee member for neglect of duty, gross inefficiency, or violation of the bylaws or policies and procedures of the Society;
  5. may sign, with the Secretary or such other officer duly authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments, the execution of which have been expressly delegated by the Board of Directors or by those bylaws to some other officer of the Society; and
  6. shall perform all other duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.

§6 1st Vice President. The 1st Vice President shall have a minimum of one (1) year experience serving on the Board before being eligible to be nominated as 1st Vice President, and in the absence of the President, the 1st Vice President shall perform the duties of the President and when so acting, shall have all the powers and be subject to all the restrictions upon the President. In addition, the 1st Vice President shall perform such other duties as may from time to time be assigned by the President or the Board of Directors.
§7 2nd Vice President. The 2nd Vice President shall have a minimum of one (1) year experience serving on the Board before being eligible to be nominated as 2nd Vice President, and in the absence of the 1st Vice President shall perform the duties of the 1st Vice President and when so acting, shall have the powers and be subject to all the restrictions upon the 1st Vice President. In addition, the 2nd Vice President shall perform such other duties as may from time to time be assigned by the President or the Board of Directors.
§8 Treasurer.The Treasurer shall:

  1. have charge and custody of and be responsible for all financial records, funds, and securities belonging to the Society;
  2. disburse, upon written authorization and order of the Executive Committee the funds of the Society and keep regular accounts which shall at all times be open to inspection by the members of the Board of Directors or Executive Committee;
  3. perform all duties generally incidental to the office of Treasurer and such other duties as may from time to time be assigned by the President or by the Board of Directors;

§9 Secretary.The Secretary shall:

  1. have charge and keep the minutes of meetings of members, of the Board of Directors, and of the Executive Committee in one or more books provided for that purpose;
  2. keep a membership directory containing in alphabetical order the names and address of all members and directors in good standing of the Society;
  3. see that all notices are duly given in accordance with these bylaws;
  4. perform all duties generally incidental to the office of Secretary and such other duties as may from time to time be assigned by the President or by the Board of Directors;
  5. exhibit to any member, person or agency authorized by law to inspect the minutes of any meeting and any other records of the Society which are required to be open and available for inspection.

§10 Compensation. No officer shall receive, directly or indirectly, any salary, compensation, or emolument from the Society for his or her service as an officer. The Society may, however, pay compensation to employees or agents who are not members of the Society.
§11 Sergeant-At-Arms. The Board of Directors may appoint, and remove at will a Sergeant-at-Arms to perform those functions designed by the Board. The Sergeant-at-Arms shall not be a member of the Board of Directors.

ARTICLE X

COMMITTEES

§1 Executive Committee. There shall be an Executive Committee of the Board of Directors consisting of the President, 1st Vice President, 2nd Vice President, Treasurer, Secretary and Immediate Past President, to which shall be delegated the responsibility during the periods of time between each Board meeting for the direct supervision of administration and management of the affairs of the Society. This delegation of authority to the Executive Committee shall not relieve the Board of Directors, or any director individually, of any responsibility imposed on the Board of Directors or any individual director by these bylaws. All action taken by the Executive Committee pursuant to this delegation of authority shall be reported in writing to the Board of Directors at its next regular meeting.
§2 Finance Committee. There shall be a Finance Committee of the Board of Directors consisting of the 1t Vice President as Chairperson, the members of the Executive Committee, and any other members of the Society who the 1st Vice President may appoint. The Finance Committee shall be vested with the responsibility of overseeing the receipts and expenditures of the Society, controlling, managing, safeguarding, and disposing of the property of the Society, and with preparing a budget for the Society’s next succeeding fiscal year. This delegation of authority to the Finance Committee shall not relieve the Board of Directors, or any director individually, of any responsibility imposed on the Board of Directors or any individual director by these bylaws.
§3 Other Committees.Other Committees not having and exercising the managerial authority of the Board of Directors may be established by resolution duly adopted by majority of the Board of Directors. Members of such committees shall be voting members of the Society in good standing and shall be appointed by the President. Any member of such committee may be removed by the President as specified under IX §5 (d) of these bylaws whenever, in the judgement of the President, the interests of the Society would be best served by such removal. Such committees may include, but are not necessarily limited to, the following:

  1. Audit
  2. Constitution and Bylaws
  3. Education
  4. Ethics and Grievance
  5. Membership
  6. Membership Qualifications
  7. Nominating
  8. Scholarship
  9. State Affairs
  10. Organizational and Development
  11. Web site
  12. Convention

§4 Term of Office. The term of office of each committee shall continue until the next annual meeting of members of the Society and until his or her successor is appointed, unless such committee is sooner abolished, or unless such member is removed or ceases to qualify as a member of the committee.
§5 Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so appointed shall serve the unexpired term of his or her predecessor.
§6 Quorum. A majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.
§7 Rules. Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate, however, such rules and regulations shall be consistent with these bylaws. Committee meetings may be governed by an agenda and/or utilizing a trained meeting facilitator and that regular minutes of all proceedings shall be kept and filed with the Secretary of the Society.

ARTICLE XI

FINANCIAL REPORTS

§1 Annual Audit. The accounts of the Treasurer shall be internally audited each year by an Audit Committee consisting of voting members in good standing on the Society. Each member of the Audit Committee shall have a degree in accounting, or shall be accredited in accountancy by the Accreditation Council for Accountancy & Taxation or have a background in auditing. This committee shall report directly to the Board of Directors and no reports shall be furnished to the Executive Committee or the Agent prior to a report being given to the entire Board of Directors.
§2 Interim Financial Reports. At each meeting of the Board of Directors of the Society, the Treasurer shall present a monthly and year-to-date interim financial report of the receipts and expenditures of the Society, including an explanation of the purposes of such expenditures.
§3 Annual Financial Reports. Within sixty (60) days following the end of each fiscal year of the Society, the Treasurer, acting on behalf of the Board of Directors, shall mail or furnish by personal delivery to each member a complete financial report of the actual receipts and expenditures for the previous twelve (12) month period, showing the amount of receipts by accounts and receipt classifications and the amount of expenses by accounts and expense classification. At the annual meeting of the members of the Society, the Treasurer shall present a summary of such annual financial report.

ARTICLE XII

AMENDMENTS TO BYLAWS

§1 Power of Members to Amend Bylaws. The bylaws of the Society may be amended at the annual membership meeting or any special membership meeting called for that purpose and at which a quorum is present, by majority vote of the voting members present at such meeting. Written notice of said meeting shall have been mailed to all voting members at least thirty (30) days prior to date of said meeting, which notice shall include the full text of the proposed bylaw amendment.
§2 Power of Directors to Amend Bylaws. Subject to the limitations contained in the articles of incorporation, these bylaws, and the Florida Not For Profit Corporation Act concerning corporate action that must be authorized or approved by the members of the Society, the bylaws of the Society may be amended, repealed, or added to, or new bylaws may be adopted, by resolution adopted by two-thirds ( 2/3rds) vote of the Board of Directors at any regular or special Board meeting at which time a quorum is present. Written notice of said meeting shall have been mailed to all directors at least thirty (30) days prior to date of said meeting, which notice shall include the full text of the proposed bylaw amendment. Any such bylaw amendment (including any additions to or repeal of bylaw provisions) shall remain in effect only until the next annual meeting of the members of the Society, at which time the members present, by majority vote, shall either ratify such bylaw amendment, in which case it shall become permanent, or disaffirm such bylaw amendment, in which case it shall cease to be of any effect.
§3 Administrative Procedures. Administrative procedures adopted by the Board of Directors for implementing the Society’s bylaws shall be set forth in the Society’s Policies and Procedures Manual. These procedures may be added to, revised or deleted from time to time by majority vote of directors at any duly called meeting of the Board of Directors at which time a quorum is present.

ARTICLE XIII

CODE OF ETHICS

§1 Professional Conduct. It shall be the duty of the Board of Directors to approve and publish a Code of Ethics and Rules of Professional Conduct for the guidance of the Society’s members.

ARTICLE XIV

MISCELLANEOUS

§1 Books and Records. The Society shall prepare and maintain correct and complete books and records of the accounts and shall also keep minutes of the meetings of its members, Board of Directors, and committees, and shall keep a membership list, giving the names and address of all members. All books and records of the Society may be inspected by any director or member, or agent of either, at any reasonable time in accordance with the provisions of the Florida Not For Profit Corporation Act.
§2 Fiscal Year. The fiscal year of the corporation shall end on the 30th day of June of each year.
§3 Corporate Seal. The Board of Directors shall provide and maintain a corporate seal for the Society.
§4 Waiver of Notice. Whenever any notice is required to be given under the provisions of the articles of incorporation or the bylaws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether executed before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
§5 Agent. The Board of Directors is authorized to engage the services of (including, if necessity, the power to fix the compensation and other terms and conditions of any engagement of) such agent as it feels necessary to conduct the day-to-day affairs of the Society. Any delegation of the Board’s management authority to such agent shall not relieve the Board of Directors, or any director individually, of any responsibility imposed on the Board of Directors or any individual director by these bylaws. If an Agent is engaged it shall be pursuant to the terms of a written agreement approved by majority of the entire Board of Directors which: (i) has a term of no more than one (1) year, (ii) is expressly cancelable with cause by the Society without any kind of penalty whatsoever; and (iii) requires that such Agent give the Society a fidelity bond for the faithful performance of his or her duties in such amount as the Board shall require. If an Agent is engaged, he or she shall be responsible for: (i) conducting the day-to-day affairs of the Society under the strict supervision of the President and the direction of the Board of Directors; (ii) carrying out the policies and following the procedures established from time to time by the Board of Directors; and (iii) making such periodic reports and carrying out such other duties and responsibilities as are assigned by the Board of Directors.

ARTICLE XV

APPROVAL

§1 Adoption by Board of Directors.These bylaws were duly adopted by majority vote of the Board of Directors of the Florida Society of Accountants the 4th day of December, 2004, and were duly ratified by a majority of the members present at the annual convention held on the 25th day of June, 2005.

FLORIDA SOCIETY OF ACCOUNTANTS
a Florida not-for-profit membership corporation.

By:
Jack Winebrenner, President
ATTEST:
Ruth Crabb, Secretary