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Bylaws
ARTICLE I
NAME AND PURPOSES
Payment of initial fee by applicant shall vest upon the same all the rights, privileges and prerogatives of his membership in the Association. Said payment shall be deemed an acknowledgement by the applicant of his/her assent to the purposes of this Association and compliance with all of the provisions of these Bylaws.
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Section 2 - The Association is established to generally advance accounting science and to promote high professional and ethical standards among its Cuban American membership, facilitate the assembly of accountants for the discussion of professional matters, and inform the public of the nature of the profession. The purpose of this Association is more specifically expressed in Article II of the Articles of Incorporation.
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Section 3 - The Association shall be a non-profit organization without transferable shares of their evidences of ownership by its membership. There shall be no distribution of association funds except as required for expenses of operations for the purposes for which the Association is established.
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Section 4 - The Association shall have such offices as its business may require.
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ARICLE II
MEMBERSHIP
a. Regular Member Eligibility Regular membership shall be awarded to applicants who meet the following criteria.
i. Be of Cuban origin by birth, naturalization or ancestry.
ii. Have manifested a genuine interest in, or sympathy with the purpose and goals of the Association.
iii. Be either a Certified Public Accountant duly authorized to practice public accounting, or be inactive but otherwise in good standing with the applicable state board of accountancy of any state within the United States of America, its possessions or Puerto Rico.
All regular membership applicants must submit their names and qualifications in writing to the Secretary of the Association, who, after verifying that each applicant meets the requirements for membership status shall refer said application to the Board of Directors for their approval. A certificate of membership will be issued to the new member upon approval by the Board of Directors.
b. Associate Member Eligibility Associate membership shall be awarded to applicants who meet the criteria established under (ii) of Section II above. The associate member will have the right to participate in the activities of the Association, including attending seminars, workshops, festivities and meetings. The Associate member, however, will not have the right to vote, be elected to office or have an active voice in the management of the affairs of the Association.
Associate member applicants must submit their names and qualifications in writing to the Secretary of the Association, who, after verifying that each applicant meets the requirements for associate member status, shall refer said application to the Board of Directors for approval.
c. Student Member Eligibility Student membership shall be awarded to applicants studying in the area of accounting. Students will have the right to participate in the activities of the Association, including attending seminars, workshops, festivities and meetings. The student member, however, will not have the right to vote, be elected to office or have an active voice in the management of the affairs of the Association.
Student member applicants must submit their names and qualifications in writing to the Secretary of the Association, who, after verifying that each applicant meets the requirements for student member status, shall refer said application to the Board of Directors for approval.
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ARTICLE III
DUES, FEES, ASSESSMENTS AND FISCAL YEAR
Payment of initial fee by applicant shall vest upon the same all the rights, privileges and prerogatives of his membership in the Association. Said payment shall be deemed an acknowledgement by the applicant of his/her assent to the purposes of this Association and compliance with all of the provisions of these Bylaws.
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Section 2 - The annual dues shall be such amount as shall be determined by the Board of Directors, and shall become due on the first day of October of each year.
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Section 3 - The Board of Directors shall have authority to levy such special assessments to the members from time to time as shall be necessary, to meet unusual expenditures or to finance a special project or program in furtherance of the purposes of this Association. However, any such proposed assessment may be nullified by a majority vote of the members of this Association present and voting at a meeting called for such purposes and held within thirty (30) days after notice of such proposed assessment shall have been given by the Board of Directors to the members.
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Section 4 - The fiscal year of this Corporation shall run from October 1st through September 30th of each year.
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ARTICLE IV
SUSPENSION AND/OR TERMINATION OF MEMBERSHIP
a. FOR NON-PAYMENT OF DUES AND/OR ASSESSMENTS. Any member who shall be in default in payment of the annual dues and/or assessments for a period of six (6) months after the same become payable, shall be suspended automatically from membership. During the suspension period, a suspended member shall not be permitted to hold any office in this Association, to attend any meetings, or to exercise any of the privileges of membership. Payment by a suspended member of the dues prior to the expiration of a twelve (12) month period after such dues have become due and payable, shall automatically restore the suspended member to full membership and to all the right, privileges and prerogatives thereof, except his/her right to hold any office until the following election. Any member in default for a period of twelve (12) months will be dropped from the membership roll.
b. For Other Causes
i. Whenever in the judgment of the Board of Directors, a member shall cease to possess the eligibility qualifications set forth in Article II hereof, the Board of Directors by a majority vote of its members, may suspend, terminate and/or cancel the membership, whereupon said member shall be notified of such suspension, termination and/or cancellation in writing, and may request, in writing a hearing before the Board of Directors within ten (10) days after receipt of such notice.
ii. The Board of Directors may, after a hearing, suspend or expel any member for grossly unprofessional or immoral conduct, or for any action or conduct grossly inconsistent with, or inimical, or injurious to, the purposes of this Association, provided, however, that a copy of the charges made against the member, together with written notice of the time and place of hearing thereof by the Board of Directors, shall have been served upon the accused member at least fifteen (15) days prior to said hearing, and provided further, that the accused member may have full opportunity to be heard in the member’s own defense before said Board. A majority vote by the Board of Directors shall be required for suspension and a two-thirds (2/3) vote shall be required for expulsion.
a. FOR NON-PAYMENT OF DUES: Any associate member who shall be in default in payment of the annual dues for a period of six (6) months after the same have become due and payable, shall be suspended automatically from the Association. Payment by a suspended party of the dues prior to the expiration of a twelve (12) month period after such dues have become due and payable shall automatically restore the suspended party to his/her previous status. Any associate member in default for a period of twelve (12) months, will be dropped from the Association.
b. FOR OTHER CAUSES: Whenever in the judgment of the Board of Directors, an associate member shall cease to possess the eligibility qualifications set forth in Article II hereof, the Board of Directors, by a majority vote of its members, may suspend, terminate and/or cancel his/her participation in the activities of the Association to which said party was entitled whereupon said party shall be notified of such suspension, termination and/or cancellation in writing.
The Board of Directors may suspend or expel an associate member for grossly unprofessional or immoral conduct, or for any action or conduct grossly inconsistent with, or inimical, or injurious to the purposes of this Association.
A majority vote by the Board of Directors shall be required for suspension and a two-thirds (2/3) vote shall be required for expulsion.
a. FOR NON-PAYMENT OF DUES: Any student member who shall be in default in payment of the annual dues for a period of six (6) months after the same have become due and payable, shall be suspended automatically from the Association. Payment by a suspended party of the dues prior to the expiration of a twelve (12) month period after such dues have become due and payable shall automatically restore the suspended party to his/her previous status. Any student member in default for a period of twelve (12) months, will be dropped from the Association.
b. FOR OTHER CAUSES: Whenever in the judgment of the Board of Directors, an student member shall cease to possess the eligibility qualifications set forth in Article II hereof, the Board of Directors, by a majority vote of its members, may suspend, terminate and/or cancel his/her participation in the activities of the Association to which said party was entitled whereupon said party shall be notified of such suspension, termination and/or cancellation in writing.
The Board of Directors may suspend or expel a student member for grossly unprofessional or immoral conduct, or for any action or conduct grossly inconsistent with, or inimical, or injurious to the purposes of this Association.
A majority vote by the Board of Directors shall be required for suspension and a two-thirds (2/3) vote shall be required for expulsion.
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Section 4 - Reinstatement: All suspended members shall automatically be reinstated at the expiration of the suspension period. An expelled member may petition for readmission after one year following his or her expulsion and may be readmitted to membership upon a favorable vote by a majority of the Board of Directors, and payment of the initiation fee and dues.
- Section 5 - The Certificate of Membership must be surrendered to the Executive Committee immediately upon termination of membership.
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ARTICLE V
MEETINGS
Section 1 - Regular Meetings: The members shall meet at such time, place and date as may be determined by the Board of Directors.
Section 2 - Special Meetings: Special meetings of the members may be called by the Board of Directors whenever the President or the Board of Directors deem the same necessary or advisable, or whenever a written request for a special meeting signed by at least fifteen (15) members in good standing is delivered to the President or the Secretary. The special meeting so requested by the members must be held within thirty (30) days of the presentation of such request. If the Board of Directors fails to call the special meeting requested by the fifteen (15) members within the prescribed time as requested by the members, then such members will be entitled to call a general membership meeting. At such time the Board will be summoned, asked for reasons for not calling the meeting requested and the majority of those present shall have the power to decide whether to call an election. A majority of the members present and voting shall be necessary for the adoption of any resolution voted upon at such meetings. ^ Back to top
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ARTICLE VI
BOARD OF DIRECTORS
Section 1 - The Board of Directors shall consist of seven (7) corporate officers and four (4) members at large, who although elected to the Board, are not officers. Each director shall assume office immediately after becoming elected to the Board. The President, President-elect, Vice-President, Secretary Assistant, Secretary, Treasurer and Vice-Treasurer shall be the members of the Board of Directors and shall constitute the officers of the Association. The Past President shall automatically, without election, hold one of the member at large positions for one year after his or her Term as President has expired. Each director shall have one vote at all regular and special meetings of the Board of Directors except the President, who will be entitled to one additional vote only if a deadlock situation occurs.
Section 2 - The Board of Directors shall be the Executive Board of this Association and shall have general supervision, management and control of all the businesses and activities of this Association, subject, however, to the provisions of the other Section of these Bylaws. The Board shall determine its own rules of procedure. Members of the Board who qualify to vote shall constitute a quorum for the transaction of business at each meeting of the Board.
Section 3 - Regular meetings of the Board shall be held at such times as the Board by resolution shall determine. Special meetings of the Board may be held from time to time, whenever called by the President or any three (3) Directors. Notice of a special meeting of the Board shall in every case be given by an oral or written announcement thereof, at the last regular meeting of the Board immediately preceding said special meeting. The Secretary must notify each member of the Board at least ten (10) days in advance of such meetings.
Section 4 - The authority of the Board of Directors shall extend to, and include, the following powers and authority:
a. To determine the annual dues and initial fee.
b. To levy special assessments on members, to provide for unusual expenditures, or to finance a special project or program in furtherance of the purposes of this Association. However, such levy shall be subject to vote of the members of this Association, as provided in Section 3 of Article III hereof.
c. To appoint officers to fill any vacancy which may occur in any elective office or in the Board of Directors by reason of the death, resignation or termination of the incumbent thereof, and any Officer or Director so appointed to fill any such vacancy shall serve until the end of the unexpired term of such office.
d. To hire an Executive Secretary or such other employee or employees as the Board deems necessary to conduct the business of this Association, and to determine the duties and compensation of any such persons.
Section 5 - The President shall be the Chairperson of the Board. In the absence of the President, the President-Elect will chair. In the absence of both, the Chairperson will be the Vice-President and in the absence of all three, a member of the Board, selected by the rest of the Board members, shall act as such Chairperson.
Section 6 - All Directors shall serve without compensation; but, by action of the Board of Directors, may be reimbursed for any actual and necessary expenses incurred while engaged in the business of this Association.
Section 7 - There shall be an Executive Committee, which shall consist of the President, Secretary, Treasurer and two (2) other Directors appointed by the Board of Directors. The Executive Committee shall have and exercise, in the intervals between meetings of the Board of Directors, such powers and authority as may be delegated to it by resolution of the Board.
Section 8 - Any action of the Board may be overruled by a two-third (2/3) vote of the membership of this Association, either by direct and personal vote at any regular or special meeting of the membership, or through a referendum by mail.
Section 9 - The absence of any Officer or Director from two (2) consecutive regular meetings of the Board of Directors, without reasonable cause and express approval by the President; or the absence without reasonable cause of any Officer or Director from three (3) regular meetings of the Board over a one (1) year period whether consecutive or not, shall be conclusively deemed as a resignation by such Director to that office. Tardiness or early leave of one-half (1/2) hour or more at regular meetings, without previous approval of the President, or reasonable cause, shall constitute one-half (1/2) of one (1) absence.
Section 10 - The Board of Directors shall consist of seven (7) corporate officers and four (4) members at large, who although elected to the Board, are not officers. Each director shall assume office immediately after becoming elected to the Board. The President, President-elect, Vice-President, Secretary Assistant, Secretary, Treasurer and Vice-Treasurer shall be the members of the Board of Directors and shall constitute the officers of the Association. The Past President shall automatically, without election, hold one of the member at large positions for one year after his or her Term as President has expired. Each director shall have one vote at all regular and special meetings of the Board of Directors except the President, who will be entitled to one additional vote only if a deadlock situation occurs.
Section 11 - Any Officer or Director may be removed for valid causes by the affirmative vote of two-thirds (2/3) of the entire Board of Directors. ^ Back to top |
ARTICLE VII
OFFICERS AND THEIR DUTIES
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Section 1 - The Officers of the Association shall be a President, a President-Elect, a Vice-President, a Secretary, an Assistant Secretary, a Treasurer and a Vice-Treasurer. These Officers will also serve as members of the Board of Directors, together with four (4) other Directors.
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Section 2 - All Officers shall serve without compensation, but by action of the Board of Directors, may be reimbursed for their actual and necessary expenses incurred while engaged in the business of this Association.
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Section 3 - The duties of the Officers shall be as follows:
President The President shall preside at all meetings of this Association and of the Board of Directors. The President shall be the Chief Executive Officer of this Association and shall exercise such executive and appointive powers as the Bylaws, parliamentary usage and custom dictate, or as empowered by the Board of Directors. The President shall be an ex-officio member of all committees, with the right to vote.
President - Elect The President-Elect shall assume the duties of the President, upon the request or absence of the President and shall succeed to the office of President upon the completion of the current President’s term. The President-Elect shall be an ex-officio member of all committees, with the right to vote.
In case of resignation of the President-Elect, the Director who obtained second place in number of votes in the same election in which the President-Elect was chosen, will automatically become the President-Elect and therefore will become President during the following year. If the said Director does not wish to accept such position, or for whatever reasons is unable to occupy it, the Board of Directors will cast a secret ballot to produce a President-Elect among all the other elected Directors.
If two or more Directors obtain the same number of votes in second place and all of them are willing to accept the position of President-Elect, the Board members will cast a secret ballot to choose the President-Elect among those Directors. Each Board member must vote for only one candidate, and the one that obtains a simple majority of votes will be elected. In case of a tie, another ballot must be taken; and if after three (3) rounds of voting, there is still a tie in first place, then the President-Elect will be chosen by chance, for which purpose the Board will draw lots.
Vice - President The Vice-President shall assume the duties of the President-Elect upon the President-Elect’s request or absence and shall succeed to the office of President upon resignation, inability or refusal to act, or death of the President. The Vice-President shall be an ex-officio member of all committees, with the right to vote.
Secretary The Secretary shall keep minutes of all meetings of the members and Board of Directors, and shall maintain a record of the names and addresses of all the members and associate members of this Association. The Secretary shall serve as an ex-officio member of all committees, but without the right to vote. The Secretary shall prepare and send to the members of this Association notices of any and all Special Meetings of this Association and such other notices as may be required by these Bylaws, or as may be directed by this Association, its President or its Board of Directors. The Secretary shall perform all the duties ordinarily required of, or customarily performed by a Secretary and such other duties as the President or the Board of Directors may direct. The Secretary shall mail copies of the minutes of each Board of Directors’ meeting, two weeks after such meeting is held, for their approval by all the Board members.
Assistant Secretary The Assistant Secretary shall assume the duties of the Secretary upon the Secretary’s request or absence and shall succeed the Secretary upon the resignation, inability or refusal to act, or death of the Secretary.
Treasure The Treasurer shall collect and receive all fees, dues and assessments from the members of this Association, and all monies due and payable to this Association from any source. The Treasurer shall make disbursement of any monies and funds in the Treasurer’s possession or control, only in accordance with the due orders by the Board of Directors. The Treasurer shall make and keep proper books of account and keep an accurate account of the finances of this Association, including a detailed record of all receipts and disbursements. At the request of the President or the Board of Directors, the Treasurer shall make available the books of account for their examination by the President or the Board of Directors for the annual audit of the Association.
Vice - Treasure The Vice-Treasurer shall assume the duties of the Treasurer upon the Treasurer’s request or absence, and shall succeed the Treasurer upon the resignation, inability or refusal to act, or death of the Treasurer.
Officer's General Duties Each of the Officers of this Association shall perform such other duties as may be prescribed from time to time by resolution of the Board of Directors.
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ARTICLE VIII
ELECTIONS
Section 1 - Candidates
a. Any member interested in nominating a candidate for office must submit such nomination in writing to the Elections Committee, using the official form prescribed by the Association, provided that the nominating member shall be a member in good standing and that the application be signed by the member and the nominee accepting the nomination. This form must be submitted to the Elections Committee on or before August 10, either in person, or postmarked by this date.
b. The Secretary of the Elections Committee shall determine from the records of the Association whether those nominated are properly qualified to be elected as Directors. Any nominee who does not qualify, must be so notified by mail before the names of the qualified candidates are inserted in the official ballot form, so that said nominee may have time to contest or remedy the reasons for his/her disqualification or exclusion.
c. The Secretary of the Elections Committee shall notify the membership in writing the names of the qualified nominees to be included in the ballots on or before August 17.
d. Any member not in agreement with the circularized list of nominees, shall notify the Elections Committee, by registered mail only, of his/her disagreement, on or before August 27, so that the Elections Committee may consider such notice and act accordingly.
Section 2 - Ballots.
After the candidates have been selected as provided in Section 1 of this Article, the Board of Directors shall order the printing of ballot forms.
a. The ballot forms must indicate the number of Directors to be elected, listing in alphabetical order the names of all candidates, together with their business affiliation at date of nomination, e.g., sole practitioner, local, regional or national firm, industry, government, education or other, with a blank square before the name of each candidate.
b. Each ballot shall be sealed with the Corporate Seal of the Association and shall be signed by the President and Secretary of the Elections Committee.
c. A validated ballot shall be mailed to each member in good standing qualified to vote at the member’s last-known address, by September 10.
d. Each voting member shall place a cross or a check mark in the square opposite the name of the candidate or candidates of his/her choice and only the names so indicated shall be counted. The total number of Directors to be elected annually shall be five (5). Ballots which contain fewer than three (3) or more than five (5) selections, shall be annulled and none of the votes indicated therein shall be counted. This requirement shall be printed on the ballot.
e. Ballots may be cast in person on election day, or by mail. If the votes are to be mailed in, the envelope thereof must be post-marked on or before a date five (5) days prior to election day and addressed to the Secretary of the Elections Committee.
Section 3 - Election Committee
The Board of Directors will appoint an Elections Committee, which shall be responsible for the direction and supervision of the elections.
The Elections Committee shall be composed of a Chairman, a Secretary and at least one more member. No candidate may serve as member of the Elections Committee.
Section 4 - Election Day
The annual election shall be held on the last Friday in September, at a place to be determined by the Board of Directors. Voting will commence at 6:00 P.M. and will end at 8:00 P.M.
Members can vote in person on election day, or mail in their ballot in the envelope provided to that effect by the Elections Committee. A voter registration card must be signed and included. Said registration cards shall be kept under custody of the Secretary of the Elections Committee until election day. Upon determining the results of the election, the Chairman and/or the Secretary of the Elections Committee shall make public the names of the elected candidates and shall certify the results of the election to the Board of Directors, which shall meet for this purpose no later than October 4. The new Board of Directors which is elected will be confirmed by the current Board at this meeting.
Section 5 - Number of directors to be elected
At every annual election five (5) candidates shall be elected for two years as Directors by direct vote of the membership. The number of candidates to the position of Directors, belonging to any one firm or organization who are allowed to be elected at one time, shall be limited to two (2), such two being those candidates who obtain the largest number of votes within said group.
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Section 6 - Election of the president-elect
The President-Elect shall be the candidate who obtains the most votes at the election. At the first meeting of the Board of Directors after the elections, the continuing Directors and the newly elected Directors shall elect, by secret ballot, the Association’s President-Elect. The President-Elect must have served on the Board for at least one (1) year prior to his or her election, and must have been a member of the Association, in good standing, for at least one (1) year. The Board membership requirement and the Association membership requirement may be served concurrently.
Each Board member must vote for only one (1) candidate, the candidate who obtains a simple majority of votes will be elected. After the final ballot, only those who are tied remain as candidates. In case of a tie another ballot must be taken, and if, after three (3) rounds of voting, there is still a tie for first place, then the President-Elect will be chosen by chance, for which purpose the President of the Association will draw lots with the name of each of those members who are tied in the third ballot.
Section 7 - Voting by the members
Each member shall have the right to exercise one (1) vote on all matters. On election day, each member in good standing may vote for as many as five (5) and no fewer than three (3) of those candidates who are listed on the official ballot form.
Section 8 - Officers
The Officers of the Association with the exception of the President-Elect and the President will be determined by the eleven (11) members of the Board. With the exception of the President-Elect, who will be elected as per Section 6 of this Article, and the President (the President-Elect for the previous year becomes the President for the next year) this group will vote to select from among themselves those Directors who will serve as Officers for the period in which they were elected. The members of the Board who shall become Officers shall be: the President, President-Elect, Vice President, Secretary, Assistant-Secretary, Treasurer, Vice-Treasurer. There will also be four (4) Directors at large.
Section 9 - Length of term
The terms of the Officers and Directors will begin the day the elected candidates are installed. The terms for elected Directors shall be two (2) years. No Director may be elected for the office of President for two (2) consecutive years. The term for elected officer shall be one (1) year.
Section 10 - Voting rights and rights to be elected
To have the right to vote and to be nominated for election, the member must be a member in good standing, within the definitions of these Bylaws.
Section 11 - Resignation
In the event that a Director should present his or her resignation, the Board of Directors will fill the vacancy by appointing the candidate who obtained the largest number of votes at the last election, without having been elected. The same procedure will apply to all successive cases. This will be governed by the regulations set forth in Article VIII, Section 5, regarding the election of members from one same firm or organization. If the resignation is that of an Officer, the Board of Directors will appoint a successor as prescribed in these Bylaws. If there is a tie in number of votes for prospective appointees, the situation will be discussed with the tied candidates. If said discussion produces agreement between the candidates as to who shall be appointed to the Board of Directors, the matter will be resolved by drawing lots.
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ARTICLE IX
COMMITTEES
The Board of Directors will establish all such Committees which it deems necessary to carry on and accomplish the purposes and objectives of this Association.
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ARTICLE X
AMENDMENTS
These Bylaws may be amended, altered or rescinded at any meeting of this Association by a majority vote of the members, voting in person or by mail, provided, however, that a copy of such proposed amendment, alteration or rescission has been submitted, in writing, to the Board of Directors for its consideration and recommendations prior to the meeting session at which the proposed change is to be voted upon by the membership; and provided further that notice of such proposed amendment, alteration or rescission is included in the notice of the meeting mailed to the members by the Secretary. The Secretary shall include in such notice the proposal presented, together with the recommendation of the Board of Directors, and shall advise the members that such proposal shall be voted on at said meeting.
These Bylaws were revised and restated with the final version adopted at a Regular Meeting of the Board of Directors of the Association held at 782 N.W. Le Jeune Road, Suite 650, Miami, Florida 33126, on October 10, 2001.
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