Governance

Mission Statement of the Alaska Society of Certified Public Accountants, Inc.

Services to Members

• Continuing professional education
• Social interaction of members
• Collection and dissemination of information on the profession to members
• Satisfaction of the needs of members to be part of an organization with influence and clout
• Insurance benefits through emergency assistance
• Assistance to members in their economic and professional growth

Services to the Profession

• Study of the problems of the profession
• Monitoring and influencing legislation and regulation by the government and the profession for the public convenience and welfare
• Recruitment of interested and capable students to the profession and the young CPA's to the Society
• Self-discipline through a Code of Ethics and Standards
• Cooperation with AICPA on common goals
• Promoting cooperation with related businesses and professions

Services to the General Public

• Collection and dissemination of information regarding the profession to the general public
• Making Alaska a better business environment

Constitution & Bylaws

As amended – September 30, 2011

DEFINITION

As used in these bylaws, masculine terms shall be understood to include the feminine. The term "member", as used throughout these bylaws will not include nonresident member, retired member, student member or associate member.

PREAMBLE

The Alaska Society of Certified Public Accountants, Inc. exists for the following purposes: To encourage the maintenance of high professional standards for Certified Public Accountants in the State of Alaska; to cultivate a cordial relationship among practicing Certified Public Accountants; to promote a better understanding on the part of the public of the services rendered by Certified Public Accountants; and to act in a representative capacity for the profession.

ARTICLE 1. Membership

Section 1.

Any person who holds an active license, in good standing at the date of application or annual renewal, as a Certified Public Accountant from the Alaska State Board of Accountancy or any other state or political subdivision of the United States of America, and who resides or works within the State of Alaska may be a member.

Section 2.

Any person who holds an active license, in good standing at the date of application or annual renewal, as a Certified Public Accountant (or the substantial equivalent thereof) from any foreign country or political subdivision thereof, and who resides or works within the State of Alaska at that date of application or annual renewal, may be a member.

Section 3.

Any person who holds an active license, in good standing at the date of application or annual renewal, as a Certified Public Accountant from the Alaska State Board of Accountancy or any other state or political subdivision of the United States of America, but who neither resides nor works within the State of Alaska may be a nonresident member. Nonresident members shall have no vote in any matter as otherwise allowed by these bylaws to members.

Section 4.

Any person who, at the date of application or annual renewal, holds or has held an active or inactive license described in Sections 1, 2 or 3 and who is fully retired from gainful occupation and who has attained the age of sixty years may be a retired member. No certificate will be issued to a retired member. A retired member shall have no vote in any matter as otherwise allowed by these bylaws to members.

Section 5.

Application for membership shall be in such form as determined by the Board of Directors and must be approved by a majority vote of the Directors present at any meeting of the Board of Directors.

Section 6.

The Secretary shall issue a certificate of membership to each new member. The certificate shall be in such form as determined by the Board of Directors. Each member, before receiving a certificate of membership, shall agree in writing to return the same to the Secretary if called upon to do so by the Board of Directors.

Section 7.

Any person who is enrolled as an accounting student in an educational institution, and does not qualify for any other form of membership, at the date of annual application, may be a student member. Application for student membership shall be in such form as determined by the Board of Directors and must be thereby approved by a majority vote of the Directors present at any meeting of the Board of Directors.

No certificate will be issued to a student member. A student member shall have no vote in any matter as otherwise allowed by these bylaws to members.

Section 8.

Any person who is not holding an active license as a Certified Public Accountant, who is at the time of annual application employed in the field of accounting, who meets one of the following criteria may be an associate member:

• a.) Professional Associate: A member of the professional staff of a Certified Public Accounting firm licensed in the State of Alaska. OR:
• b.) Candidate Associate: Has applied for and has been accepted to take the Uniform CPA examination or passed the Uniform CPA examination but whose license is being withheld pending completion of the experience requirement. OR:
• c.) Academic Associate: An educator employed full-time teaching accounting or tax or a related subject at an educational institution but who does not hold a license described in Sections 1, 2 or 3.OR:
• d.) Inactive Associate: Any person who holds a license described in Sections 1, 2 or 3 but having an inactive status and who does not practice public accountancy in Alaska.

Applications for associate membership must be sponsored by a member of the Society in good standing.

No certificate will be issued to an associate member. An associate member shall have no vote in any matter as otherwise allowed by these bylaws to members.

Eligibility of associate membership shall continue until qualifications for advancement to full membership are achieved.

ARTICLE 2. Board of Directors

Section 1.

The Society shall be managed by a Board of Directors consisting of eleven members, all of whom shall be residents of Alaska.

Section 2.

The four elective officers and the immediate Past president shall be members of the Board of Directors.

Section 3.

The term of office of a Director, except of the elected officers and the immediate Past president, shall be two years from the first day of the fiscal year following this election, or until their successors have been elected and have taken office.

Section 4.

Except as noted in the subsequent paragraph, vacancies occurring in the Board of Directors or among the elected officers shall be filled by election of the Board of Directors for the unexpired term.

If the immediate Past president is unable to serve on the Board of Directors, the position will be filled by the most recent Past president who consents to serve.

Section 5.

An officer or director may be removed by a vote of the Board of Directors. At least eight members of the Board must concur in such action.

Section 6.

Except as provided in Article 2, Section 10.20.151(d) of the Alaska State Statutes, the Society shall reduce the personal liability of its directors for monetary damage for breach of fiduciary duty as director. The Society shall carry directors and officers professional liability insurance to mitigate this liability.

Section 7.

The Board of Directors will select a Certified Public Accounting firm to perform no less than a compilation of the financial statements for the previous fiscal year. The specific level of service, as long as no less than a compilation, will be at the discretion of the Board of Directors.

ARTICLE 3. Officers

Section 1.

The elective officers of the Society shall be a President, a President elect, a Secretary and a Treasurer.

Section 2.

Officers shall serve a term of one year from the first day of the fiscal year following their election or until their successors have been elected and have taken office.

ARTICLE 4. President

Section 1.

The President shall be the chief executive officer of the Society.

Section 2.

Section 3.

He shall faithfully carry out all duties and responsibilities imposed on him by the Constitution and Bylaws, or by the Board of Directors, or by a vote of the members in meeting assembled.

Section 4.

He shall appoint all committees, name the Chairman of each, and shall have the power to remove members from committees.

ARTICLE 5. President Elect

Section 1.

The President elect shall perform such duties as may be assigned by the President, or the Board of Directors, or by vote of the members in meeting assembled.

Section 2.

In the absence of the President, the President elect shall preside at meetings of the Society or the Board of Directors.

Section 3.

When the President is absent from the State of Alaska, or when the President is declared by vote of the Board of Directors to be unable to carry out the duties of his office by reason or disability, the President elect shall perform all duties and possess all authority of the President.

Section 4.

The President-elect shall be responsible for preparing an annual budget of the Society for the next fiscal year for approval by the Board of Directors.

ARTICLE 6. Treasurer

Section 1.

The Treasurer shall have charge of all funds and securities of the Society, shall keep regular accounts thereof subject to inspection by any member of the Board of Directors, and shall report at each meeting of the Society or of the Board of Directors the amount of cash on hand and in bank and all existing appropriations affecting same. Financial statements prepared in a format approved by the Board shall be presented to the Board of Directors at their scheduled meetings.

Section 2.

In absence of both the President and the President elect, the Treasurer shall preside at meetings of the Society or of the Board of Directors.

ARTICLE 7. Secretary

Section 1.

The Secretary shall give notice of all meetings of the Society and of the Board of Directors and shall keep a record of the proceedings thereof.

Section 2.

He shall keep a register of members of the Society with their business addresses. He shall notify members elect when they are elected to membership. He shall have charge of the seal of Society and shall perform all other duties ordinarily pertaining to the office of the Secretary.

Section 3.

In the absence of the President, the President elect and the Treasurer, the Secretary shall preside at meetings of the Society or of the Board of Directors.

ARTICLE 8. Paul Hagelbarger Memorial Fund

Section 1.

The Paul Hagelbarger Memorial Fund of the Society shall be managed by a board of three elected Society members.

Section 2.

The term of office shall be three years from the first day of the fiscal year following his election.

Section 3.

The Board for the Paul Hagelbarger Memorial Fund shall manage the fund, order disbursements there from, and report on their activities to the Annual Meeting of the Society.

ARTICLE 9. Council Representative

Section 1.

The Board of Directors shall elect from the Society one member to the Council of the American Institute of Certified Public Accountants.

Section 2.

The term of office and eligibility for re election of such member shall be as specified in the Bylaws of the American Institute of Certified Public Accountants.

ARTICLE 10. Dues, Fees, Assessments, Budget

Section 1.

Each member shall pay an initial fee as determined by the Board of Directors.

Section 2. Annual dues

The amount of annual dues for each class of members shall be set by the Board of Directors. Dues shall be payable upon receipt of the dues statement. The annual dues period shall be for the fiscal year of the Society. Dues for new members shall be payable at the time of application.

Section 3.

The sum of not less than $5.00 shall be added to the dues of members residing or doing business in Alaska and this sum shall be placed in the Paul Hagelbarger Memorial Fund.

Section 4.

The society may, by majority vote of all members, present at any meeting, assess each member of the society provided that the members shall be advised by the Secretary prior to such meeting as to the amount of and the reason for such contemplated assessment.

Section 5.

Upon request, any member who is fully retired from gainful occupation, and who has attained the age of 60, will be eligible for a retirement dues rate.

Section 6.

Annual Budget. As early as practicable, but prior to the beginning of the next fiscal year, the Board of Directors shall approve a budget for that year, which may be amended from time to time.

ARTICLE 11. Penalties for Failure to Pay

Section 1.

Any person who is sixty (60) days in arrears on their annual dues, unless for reasonable cause, as determined by the Board of Directors, shall be dropped from membership in the Society. Any member so dropped may reinstate his membership by full payment of dues plus a reinstatement fee of $50.00. Any member so dropped, and not reinstated within thirty (30) days, may not reapply for membership for one full year after being dropped.

Section 2.

The Board of Directors, in its discretion, may suspend dues and assessments for any member, when in their opinion, such action is advisable.

ARTICLE 12. Chapters

Section 1.

Local chapters shall formulate their own organization and operate in any manner desired, except that such chapters shall not take action in conflict with the rules of or the actions taken by this Society.

ARTICLE 13. Committees

Section 1. Committees

The President-elect shall designate committees and task forces and the duties of such entities for his term of office. The Board of Directors may at its discretion, modify or revise such entities.

ARTICLE 14. Meetings of the Board of Directors

Section 1.

The Board of Directors shall meet when called by order of the President or at the written request of three members of the Board.

Section 2.

Five members of the Board shall constitute a quorum except for the consideration of the removal of an officer or director in which case nine members shall constitute a quorum.

Section 3.

The Secretary (or in his absence, some designated member) shall keep a record of the proceedings of the Board and shall report thereon to the Society at each meeting of the Society.

ARTICLE 15. Meetings of the Society

Section 1.

The Annual Business Meeting of the Society shall be held at such time and place as may be determined by the Board of Directors.

Section 2.

Special meetings may be called at any time by the President and must be called by the Secretary upon written request of five members.

Section 3.

Unless otherwise required by the Constitution and Bylaws, Robert's Rules of Order, (latest edition) shall prevail at all meetings.

Section 4.

No business shall be transacted at any special meeting except that which is specified in the call therefore and such incidental business as may be necessary for the conduct of the meeting.

ARTICLE 16. Nominations, Elections

Section 1.

Nominations. No person may be a candidate in a Society election who has not been nominated in accordance with these Bylaws.

Section 2.

A Nominating Committee shall be appointed by the President six months prior to the start of the next fiscal year. The committee shall consist of not less than three members in good standing, no more than one of whom shall be a member of the current Board of Directors.

Section 3.

Circulation of Members. No later than six months prior to the start of the next fiscal year, the committee shall send a notice to each member giving each member an opportunity to advise the committee of his preferences for each of the offices (including Directors) for the coming year. The results of such preference balloting shall not be binding on the committee.

Section 4.

The Nominating Committee shall nominate from among the eligible members of the Society not more than two candidates for each office, (including Directors), and shall procure the acceptance of each nominee so chosen. The committee shall then submit its slate of candidates to the Secretary who shall mail it to each member of the Society no later than five months prior to the start of the next fiscal year, so that additional nominations may be made by the members if they desire to do so.

Section 5.

Additional nominations of eligible members may be made by written petition addressed to the Society's regular office and received no later than four and one half months prior to the start of the next fiscal year signed by five members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate. No person may be a candidate for more than one position and the additional nominations which are provided for herein may be made only from those members who have not accepted a nomination from the Nominating Committee.

Section 6.

The Board of Directors shall adopt procedures to be followed which shall insure each member voting a secret ballot in the elections. No later than four months prior to the start of the next fiscal year, the Secretary shall mail to each member in good standing a ballot listing all the nominees for each position in alphabetical order. The ballot shall include an announcement that 30 days from the mailing will be the final date for receipt of ballots prior to counting.

Section 7. Results, Presentations and Refusals

• (a) An officer and member in good standing appointed by the President shall tabulate the ballots. The results will be published by the Society at the earliest possible date, but no later than sixty days before the beginning of the next fiscal year. In the case of a tie vote, the retiring Board of Directors shall by majority vote, break the tie.
• (b) If any officer elect or director elect refuses his election, that position shall be treated as a vacancy within the term of the new Board of Directors.

ARTICLE 17. Fiscal Year, Seal

Section 1.

(Effective for fiscal year beginning August 1, 2000.) The fiscal year of the Society begins May 1 of each calendar year and ends the following April 30.

Section 2.

The seal of the Society shall consist of a circular die with the words "Alaska Society of Certified Public Accountants" around the border and the word "Seal" in the center.

ARTICLE 18. Disciplinary Action

Section 1.

Whenever a member of this Society, whether or not he is a member of the American Institute of Certified Public Accountants, shall be charged with violating these Constitution and Bylaws or any Code of Professional Ethics promulgated hereunder, the said charge shall be initiated in accordance with the terms of any then subsisting agreement between this Society and the American Institute of Certified Public Accountants.

Section 2.

In the event that a hearing is required to dispose of such charge or charges, the hearing shall be conducted under the terms of the aforesaid agreement, then the operative rules of the Joint Trial Board Division of the American Institute of Certified Public Accountants and the operative joint ethics enforcement procedures in effect by virtue of the agreement between the Society and the American Institute of Certified Public Accountants.

Section 3.

All committees, boards and other bodies of this Society are hereby empowered to carry the provisions of this Article into effect by acting jointly and in cooperation with the procedures in effect between this Society and the American Institute of Certified Public Accountants at the time of such actions.

Section 4.

Membership in this Society shall be suspended without a hearing should there be filed with the Secretary of this Society a judgment of conviction imposed upon any member for:

• i. A crime defined as a felony (or its equivalent) under the laws of the convicting jurisdiction; or
• ii. The willful failure to file any income tax return which he, as an individual taxpayer, is required by law to file; or
• iii. The filing of a false or fraudulent tax return on his or a client's behalf; or
• iv. The willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client's; and shall be terminated in like manner upon the similar filing of a final judgment of conviction.

Section 5.

Membership in this Society shall be suspended without a hearing should a member's certificate as a Certified Public Accountant or license or permit to practice as such or to practice public accounting be suspended as a disciplinary measure by the Alaska State Board of Public Accountancy, but such suspension of membership in this Society shall terminate upon reinstatement of the certificate. Membership in this Society shall be terminated without hearing should such certificate, license or permit be revoked, withdrawn or cancelled by the Alaska State Board of Public Accountancy.

Section 6.

Notice of the final result in every disciplinary matter under Section 3, 4, or 5 of this Article shall be published in a membership periodical of this Society in the case of action taken under Section 3, the notice shall be in a form approved by the chairman of the hearing panel which took the last action in the matter. In the case of action taken under Section 4 and 5, the notice shall be in a form approved by the chairman of the appropriate regional trial board. In every case the notice shall disclose the name of the member involved if the hearing panel of the appropriate committee so decides by a majority of the members present and voting at the meeting or hearing at which the action is taken. No such publication shall be made until such decision shall have become effective according to any then governing rules.

ARTICLE 19. Code of Professional Ethics

Section 1.

The Code of Professional Ethics, as it now exists and as it may hereafter be amended, of the American Institute of Certified Public Accountants, with the words "Society" and "Alaska Society" substituted for the words "Institute" and "American Institute" wherever they may appear, is the Code of Professional Ethics of this Society. However, when the Rules of Professional Conduct contained in the Public Accountancy Regulations of the Alaska Administrative Code (12 AAC 04 et seq.) diverge from the Code of Professional Ethics of the American Institute of CPA's, the rules contained within the Public Accountancy Regulations of the Alaska Administrative Code shall prevail.

Section 2.

The Secretary shall give notice in writing to all members when changes are made in the Institute's code, and the notice shall state that a like change has been made in this Society's code.

ARTICLE 20. Distinguished Service Award

Section 1.

The Board of Directors may, at its discretion and under procedures it establishes, award no more often than annually at the Annual Meeting, a Distinguished Service Award that recognizes a member's dedicated, long, meritorious and/or special service to the Society. The name of this award shall be the Jay A. Ofsthun Distinguished Service Award.

ARTICLE 21. Amendments

Section 1.

Alterations, additions or amendments to the constitution and bylaws may be proposed by the Board of Directors or any member in good standing provided paper or electronic notice containing the substance of the proposals is given to all Board members. A ballot to mark "approve" or "disapprove" with the current bylaw section and its proposed changes will be sent to all members. The members will have 30 days from the distribution date to have their ballot returned to the Society office. An officer and member in good standing appointed by the President shall tabulate the ballots. A two-thirds approval of those responding to the paper or electronic ballot shall be required for adoption of any alterations, additions or amendments.