Effective June 1, 2020
PREAMBLE
The following, as amended from time to time, shall constitute the bylaws of NEW YORK STATE SOCIETY CPA PAC, INC. (hereinafter the “PAC”). The PAC has been organized and shall exist as a not-for-profit corporation pursuant to its Articles of Incorporation and the New York Consolidated Laws, Not-For-Profit Corporation Law (the “Act”).
ARTICLE I.
NAME; PRINCIPAL OFFICE; PURPOSE
Section 1. Name. The name of this Corporation is New York
State Society CPA PAC, Inc.
Section 2. Office and Registered Agent. The location of the
principal office of the PAC shall be at 14 Wall Street, New York, New York,
10005, or at such other location within the State of New York as the Board of
Trustees of the PAC may designate. The PAC shall maintain a registered office
and a registered agent within the State of New York in accordance with the requirements
of the Act. The location of the registered office and the designation of the
registered agent shall be approved by the Board of Trustees.
Section 3. Purpose. The purposes of the PAC are:
(a) To provide for the mutual assistance, advancement and recognition of
the members of the New York State Society of Certified Public Accountants
(hereinafter, the “Society”) and the profession of public accountancy
by promoting participation in political activities in New York State;
(b) To encourage, maintain and foster Society members interest in political
affairs and issues affecting the profession of public accountancy in the State
of New York;
(c) To espouse positions on state legislation affecting Society members and
the profession in New York State;
(d) To exercise, promote and protect the interest of the Society members and
the profession of public accountancy in New York State;
(e) To endeavor to carry out these purposes by supporting for office State
candidates pledged to carry out these purposes; and
(f) To solicit contributions from Society members, CPA firms, other business
entities, and individuals with a view toward carrying out the aforesaid purposes.
ARTICLE II.
MEMBERSHIP
Section 1. Members. The Members of the PAC shall be Society
members in good standing who have contributed to the PAC in the last year, determined
on a rolling calendar year basis.
Section 2. Suspension or Termination of Membership. Membership
in the PAC shall be concurrent with membership in the Society, and suspension
or termination of membership in the Society shall automatically result in the
suspension or termination of membership in the PAC.
Section 3. Resignation. Any member may resign at any time
by providing written notice to the Secretary of the PAC. Any resignation shall
take effect as specified therein or, if not specified, upon receipt by the Secretary.
Section 4. Voting. Every current Member is entitled to vote
on matters presented to the membership and shall have one vote at any meeting
of the Members. The approval of a majority of Members present at any meeting
in person or by proxy and entitled to vote shall be required to approve any
action presented to the Members at a meeting.
Section 5. Quorum. A quorum for the transaction of business
at a meeting of the Members shall be the lesser of 100 Members or 10% of the
total membership of the PAC, present in person or by proxy.
Section 6. Meetings. The PAC shall convene a meeting of Members
in May, or at such other date as the Board of Trustees may determine, and this
meeting shall be the Annual Meeting. The time, place and duration of the Annual
Meeting shall be established by the Board of Trustees. The Board of Trustees
shall provide for a report to be presented to the Members at this meeting that
shall include a full report of the PAC’s finances, including a report
of assets and liabilities and changes in the amount of assets and liabilities
over the previous year, revenue and expenses, number of current Members and
changes in the number of Members over the previous year. The Board of Trustees
may direct the President and Treasurer, or other officers of the PAC, to present
this report to the Membership.
Section 7. Special Meetings. Special meetings of the PAC may
be called at any time by the Board of Trustees, by a majority vote, or upon
written request of two percent (2%) of the Members of the PAC. The purposes
for which any special meeting is called must be clearly stated in the Board
of Trustees vote or written request for the meeting and no business shall be
transacted at a special meeting other than the purposes specified in that vote
or written request.
Section 8. Notice of Meetings. Notice of any meeting of the Members shall be
sent to the Members by first class mail, facsimile telecommunications, or electronic
mail, at least ten days but not more than fifty days prior to the meeting date
to each Member.
ARTICLE III.
BOARD OF TRUSTEES
Section 1. Powers. The property, affairs and activities of
PAC shall be managed by the Board of Trustees (the “Board”). The
Board shall have, in addition to the powers and authority expressly conferred
upon it by these By-laws, the right, power and authority to exercise all such
powers and do all such acts and things as may be exercised or done by the PAC
as a corporation organized under the Not-for-Profit Corporation Law of the State
of New York (the “Not-for-Profit Corporation Law”).
Section 2. Number. The Board shall consist of seven (7) Trustees,
all of whom shall be Members of the PAC. Trustees shall be determined as follows:
(a) Five (5) Trustees, one from each of the five (5) Society Chapter Regions
(“Regional Trustees”), shall be elected by the Trustees at the
final Board meeting of the then-current fiscal year from the nominees determined
in accordance with Article III, Section 15 hereof. The election of Trustees
shall be effective as of the first day of the next fiscal year. Society Chapter
Regions consist of Long Island, New York City, Western New York, Hudson Valley
and Upstate.
(b) The Executive Director and President of the Society who shall automatically
serve as ex officio non-voting Trustees (“Ex-Officio Trustees”).
Section 3. Terms. The Trustees’ terms shall be staggered
so that at the time of each annual meeting, the terms of approximately one-third
(1/3) of all members of the Board shall expire. The Regional Trustees shall
serve a three-year term, each commencing at the beginning of the applicable
fiscal year. Each Ex-Officio Trustee’s term shall last until such Trustee
no longer holds his or her position in the Society.
Section 4. Renewal. Upon completion of a term, a Regional
Trustee may be nominated for an additional term in accordance with the provisions
of these By-laws. Nothing prohibits a Regional Trustee who has served two (2)
terms on the Board of Trustees, from serving as a Trustee of the PAC again,
provided such Trustee takes one complete term off. Except for Ex-Officio Trustees,
no Trustee shall serve for more than two (2) consecutive three-year terms.
Section 5. Vacancy. In the event of a vacancy on the Board
of Trustees from among the Regional Trustees, for whatever reason, the Board
shall appoint a replacement Regional Trustee as soon as possible to complete
the remaining term of the vacating Regional Trustee from among any additional
nominees for such Region provided by the Society pursuant to Article III, Section
15 of this Article, provided such nominee remains a Member. If no such nominee
exists, the President of the PAC shall request that the Society provide the
PAC with one or more additional qualified nominees.
Section 6. Ineligible to Serve. Any member of the Society
whose firm is retained or employed as a personal CPA by, or serves as the treasurer
for, a state elected official or state political committee shall not be eligible
to serve as a Trustee of the PAC.
Section 7. Removal. A Regional Trustee may be removed for
cause by the vote of the Trustees provided there is a quorum (as defined herein)
at the meeting of the Trustees at which such action is taken. In addition, any
Regional Trustee who has failed to attend three consecutive regular or special
meetings of the Board will be automatically dismissed from the Board.
Section 8. Meetings. Regular or annual meetings of the Board
of Trustees shall be held at such times and places as may from time to time
be fixed by the Board of Trustees or as may be specified in a notice of meeting.
Special meetings of the Board of Trustees shall be held whenever called by the
President, or by two (2) or more Trustees, which notice shall include a brief
summary of the business to be discussed.
Section 9. Notice of Meetings. Notice need not be given of
regular meetings of the Board if the Board of Trustees fixes the time and place
of such meetings. Notice of each special meeting shall be given to each Trustee
by telephone or in writing, by first class mail, facsimile telecommunications,
or electronic mail, at least twenty-four (24) hours before the time at which
the meeting is to be held.
Section 10. Waiver. Notice of meeting need not be given to
any Trustee who submits a signed waiver of notice, whether before or after the
meeting. The attendance of any Trustee at a meeting without protesting prior
to the conclusion of the meeting shall constitute a waiver of notice.
Section 11. Quorum. A majority of the voting Trustees shall
constitute a quorum for the transaction of business. If a quorum shall not be
present at any meeting of the Board, the Trustees present thereat may adjourn
the meeting from time to time, until a quorum shall be present. Notice of any
adjournment shall be given to any Trustees who were not present, and, unless
announced at the meeting, to the other Trustees. At all meetings of the Board,
each voting Trustee shall have one vote.
Section 12. Manner of Acting. Except as otherwise provided
herein or required by applicable law, the vote of a majority of the voting Trustees
present at any meeting at which there is a quorum shall be the act of the Board
of Trustees.
Section 13. Meeting by Conference Telephone. All meetings
of the Board of Trustees pursuant to these By-laws, including an annual, special
and regular meeting of the Board of Trustees or meeting of any committee, may
be conducted by conference call, provided that all persons can hear each other
at the same time. Such participation shall constitute presence in person at
the meeting.
Section 14. Committees. The Board may establish committees
of the Board and committees of the PAC as determined to be necessary, at the
discretion of the Board. All committees shall consist of a Chair, who shall
be a member of the Board of Trustees, and members, who shall each be nominated
by the President and elected by the Board. At each annual meeting of the Board,
the Board shall elect members to all committees established by the Board. The
Board shall have the right to replace and remove any member of any committee
in its discretion, for any reason, with or without cause.
Section 15. Nomination of Regional Trustees. Each January,
the PAC shall notify the Society of any Regional Trustee vacancies that will
occur at the end of the then-current fiscal year. The Society will provide for
consideration by the Board of Trustees a minimum of one (1) Member, and preferably
two (2) Members, as candidates to fill each such Regional Trustee position.
ARTICLE IV.
OFFICERS
Section 1. Officers and Appointment. The officers of the PAC
shall be a President, a Secretary, and a Treasurer. The Trustees shall, by vote
at the first Board meeting of each fiscal year, elect the President and Secretary
of the PAC. The President and Secretary may serve consecutive terms co-terminus
with their Board of Trustee terms. The Society Executive Director shall serve
as the Treasurer, and his/her term shall last as long as he/she is the Society
Executive Director.
Section 2. President. The President will preside at all meetings
of the Board of Trustees and shall enforce the PAC’s By-laws. He/she shall
perform all executive and other duties ordinarily pertaining to the office of
president or delegated to him/her by the Board of Trustees.
Section 3. Secretary. The Secretary shall keep a record of
the proceedings of the Board of Trustees, and of any committees. The Secretary
shall also serve all notices required either by law or the By-laws. In case
of the Secretary’s absence, inability, refusal or neglect to do so, such
notices may be served by any person directed by the President. The Secretary
shall be the custodian of the records (other than financial), have charge of
the seal of the PAC, and in general, perform all duties as from time to time
may be assigned to the Secretary by the Board, the President, or by any committee
authorized to do so.
Section 4. Treasurer.
(a) The Treasurer shall be the financial officer of the PAC and shall give
a financial report at each meeting. The Treasurer shall be the custodian of
the funds of the PAC, disburse all monies of the PAC in accordance with the
instructions of the Board of Trustees, and keep a detailed account of:
(i) all contributions made to the PAC, the full name and mailing address
of every person or entity making a contribution, and the date and amount
thereof;
(ii) all expenditures made by or on behalf of the PAC;
(iii) the full name and address of every person or entity to whom any campaign
contribution is made, the date and amount thereof, and the name and address
of, and where applicable, the office sought by each candidate on whose behalf
such contribution is made; and
(iv) any other records as required by State or Federal law.
(b) The Treasurer shall prepare, sign and file all reports, including tax
returns, to governmental agencies required by law or directed to be filed
by the Board of Trustees.
Section 5. Removal. An officer may be removed by a majority
vote of the Board of Trustees with or without cause.
ARTICLE V.
RECORDS OF FINANCES
Section 1. The PAC shall keep correct and complete books and
records of account. Such books and records shall be open for PAC Trustees and
Members to review and shall be audited annually by an outside auditor appointed
by the Board of Trustees; provided, however, that so long as the PAC’s
books and records are kept in conjunction with those of the Society, such outside
auditor shall be appointed by the Society in accordance with its then-current
bylaws.
(a) The funds of the PAC shall be deposited in such banks and other depositories
as the Board of Trustees may select.
(b) The Board of Trustees may refuse to accept any contribution made to the
PAC.
(c) The Board shall determine the policies necessary to approve and disburse
PAC funds, provided that any disbursement or expenditure that exceeds the
amount of five thousand dollars ($5,000) shall be subject to the approval
of the Treasurer and at least one other officer unless such expenditure is
a campaign contribution to a political committee, incumbent office holder
or candidate in an amount within the limitations of then current PAC political
contributions disbursement policy approved by the Board of Trustees.
(d) After such approvals, any check, money order, or other form of payment
requiring a signature paid from funds of the PAC that does not exceed the
amount of five thousand dollars ($5,000) shall be signed by the Treasurer;
any such payment in excess of five thousand dollars ($5,000) shall be signed
by the Treasurer and one other officer of PAC.
ARTICLE VI.
INDEMNIFICATION OF TRUSTEES AND OFFICERS
Section 1. Indemnification. The PAC shall indemnify its Trustees
and officers in every instance in which such indemnification is required or
permitted by the New York Not-for-Profit Corporation Law, as the same may be
amended and supplemented. The Trustees shall act promptly and in good faith
whenever any action on their part is required by statute to implement any such
indemnification.
Section 2. Insurance. The PAC shall have the power to purchase
and maintain insurance for the purposes of indemnification of Trustees and officer.
ARTICLE VII.
GENERAL PROVISIONS
Section 1. Fiscal Year. The fiscal year of the PAC shall at
all times coincide with the fiscal year of the Society.
Section 2. Seal. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the words “Corporate
Seal, Not-for-Profit, New York.” The seal may be used by causing it for
a facsimile thereof to be impressed or affixed or in any manner reproduced.
Section 3. Corporate Books and Records. The PAC shall keep
correct and complete books and records of account of the activities and transactions
of the PAC, including a minute book, which shall contain a copy of the Certificate
of Incorporation, a copy of these By-Laws, and all minutes of meeting of the
Board of Trustees and committees thereof.
ARTICLE VIII.
AMENDMENTS TO THE BY-LAWS
The By-laws of the PAC may be amended or repealed and new By-laws may be adopted
by a vote of two-thirds of the Board of Trustees, provided that at least thirty
(30) days’ notice is given to all Trustees serving on the Board of the
intention to amend or repeal the By-laws or to adopt new By-laws at such meeting.
ARTICLE IX.
DISSOLUTION
The PAC may be dissolved by a two-thirds vote of the Members of the PAC, at
a meeting specifically called for such purpose by the Board of Trustees. Upon
dissolution of the PAC, all assets, after expenses and debts have been paid,
shall be distributed to an organization or organizations with purposes similar
to those of the PAC.
Adopted by the CPA PAC Board, May 13, 2020, Agenda Item C.