Article 1

SECTION 1           The Association of Practicing Certified Public Accountants hereby enacts and adopts the following as, and to be, the By-Laws for the management and government of its affairs to take effect immediately upon their enactment.

SECTION 2           The name of the this organization may be officially abbreviated APCPA and will be referred to in these By-Laws as “the Association”.

SECTION 3           A Practicing Certified Public Accountant is hereby defined as being:

(a)  Any person who is the holder in good standing of a certificate to practice

as a Certified Public Accountant issued by the Board of Accountancy or equivalent Board of any state or territory of the United States, and

(b) Is represented to the public as being actively engaged as a Certified Public Accountant either as a principal or as an employee.

SECTION 4           The Corporate Seal of the Association shall be circular in form.  The logo of the Association shall be that as is adopted by the Board of Trustees from time to time.

SECTION 5           The fiscal year of the Association shall begin on the first day of the July each year, and close of the thirtieth day of the following June.

SECTION 6           Excepting as otherwise proscribed in these By-Laws, Robert’s Rules of Order shall be the authority of this Association on all questions of parliamentary law and procedure. 

SECTION 7           The Board of Trustees may authorize the establishment of State, Local, Regional chapters of this Association.  Each individually established chapter must adopt The Creed and By-Laws consistent with that of the parent organization.


Article 2

SECTION 1           Membership in the Association is to be divided into three classes of members: Active, Life, and Honorary.  The designation of each class of members and the rights thereof are as follows:

(a)   Active members shall consist of Certified Public Accountants in active public practice as defined in ARTICLE 1, SECTION 3(b).

(b) Life members shall consist of those formerly Active class members who have retired from the active practice of public accounting and other employment, who have applied to the Board of Trustees and have received a two-thirds vote of approval.

(c)  Honorary members shall consist of Certified Public Accountants who have made outstanding contributions to the public practice of Accountancy or the advancement of the profession.  An Honorary membership may be bestowed upon the approval of two-thirds of the Board of Trustees.

(d)   The Active members, Life members and Honorary members shall be equal in all respects as if they constituted a single class of members except that Life members and Honorary members shall have no voting power, nor hold offices; all rights to vote and all voting power being vested exclusively in the Active members.

SECTION 2           All applications for membership shall be on forms proscribed by the Board and shall be accompanied by the annual dues then in effect, such dues to be returned if the applicant is not admitted to membership.


(a)   The Membership Committee shall process the application and report it to the Board of Trustees.

(b) The Secretary shall advise the members of those applications which have been processed by the Membership Committee and that objections to such applications must be received within ten days after notification.

(c)   The Board then shall proceed in regular meetings to vote thereon.  A two-thirds vote of the Board shall be required to approve an application.

SECTION 4           Every member of the Association shall be furnished with a certificate of membership which shall remain the property of the Association and shall be returned to the Secretary by any member whose membership in any manner other than death.  Duplicate certificates may be authorized by the Board of Trustees at a fee designated by it.


(a)  Any member who fails to pay his or her annual dues or any other obligation to the Association prior to November 30 shall automatically cease to be a member of the Association on that date.  The Board of Trustees, in its discretion, may reinstate a Member whose membership has been so forfeited, provided the person applying shall submit the amount that was due on the date of forfeiture of membership plus a reinstatement fee as determined by the Board.

 Any member whose certificate as a Certified Public Accountant has been suspended, revoked, withdrawn, or cancelled as a disciplinary action by any governmental authority, shall be automatically expelled and removed from the membership rolls.  A member so expelled shall be eligible for reinstatement provided that such governmental agency restores his or hers CPA certificate.


(a)  The annual meeting of the Association shall be held in June of each year, at such time and place as shall be designated by the Board of Trustees.

(b)  A Special meeting of the Association may be called by the President or by the Board of Trustees and shall be called by the Secretary upon the written request of twenty-five or more of the voting membership.  At such meetings no business other than that stated in the call shall be conducted.

(c)    At any meeting of the Association, twenty of the voting membership shall constitute a quorum.


Article 3

SECTION 1           Each Active member shall be entitled to vote on all matters to be resolved by vote.  Voting by Proxy is not permitted.

SECTION 2           The presiding officer may, with the implied consent of the members, rule on the results of a voice vote or show of hands without a formal count in accordance with SECTION 1 hereof, provided however, any Member present may object to such ruling and demand a formal recount.

SECTION 3           Whenever, in the opinion of the Board, it is deemed desirable to submit any proposition to a mail vote of the members, the Teller (to whom the ballots shall be mailed by the Members), will, at the expiration of thirty days from date of mailings blank ballots, count the actual ballots received and report to the Board the result of such vote on the proposition submitted.  There shall accompany each mail ballot, a stamped, properly addressed reply envelope, and this section of the By-Laws shall be printed on every mail ballot.


Article 4

SECTION 1           The affairs of the Association shall be under the supervision of a Board of Trustees (hereinafter referred to as the Board), consisting of twelve elected members.  In addition, the immediate Past President, if his or her term of office has expired, shall continue to be a member of the Board for one additional year.

SECTION 2          The members of the Board shall be elected and hold office for the term of the three years from the date of their election at the annual meeting of the Association, except as provided in ARTICLE 4, Section 1 and Section 4(a).

SECTION 3           Nominations for members of the Board shall be made by the Committee on Nominations as hereinafter provided Nominations may also be made from the floor at the time of the annual meeting


(a)   Vacancies in the membership of the Board shall be filled by the remaining Board members until the next Annual Meeting of the Association, whereat, the regular membership shall fill the remaining unexpired terms.

(b)  The President, with advice and consent of the Board, may declare a vacancy in the case of any member who is absent from three successive Regular meetings of the Board, without cause.


(a)   Regular meetings of the Board may be held on call of the President or on call of three members thereof.

(b)  Reasonable notice shall be given of all meetings of the Board.

 Five members of the Board of Trustees shall constitute a quorum at any meeting, provided a majority of not less than four affirmative votes must be cast on any motion, other than a motion to adjourn, by members present.

SECTION 6          The Board is authorized to appoint a Teller to count on and report on all mail votes during the ensuing year, for which purposes the Teller may appoint such assistants as deemed necessary.

SECTION 7           An Advisory Board to both the Association and the Board of Trustees shall be established, consisting of each member who is a past President and/or a Founder of the Association.  The term of the Advisory Board members shall be for their lifetime unless a member of the Advisory Board resigns or ceases to be an Active or Life member.


Article 5

SECTION 1           The officers of the Association shall consist of a President, a Vice-President, a Secretary and a Treasurer.  All of said officers shall serve for one year or until their successors are elected and qualify.  


(a)   The Board, at its first meeting after the annual meeting of the Association, shall elect a President, a Vice-President, a Secretary, and a Treasurer.

(b)   The officers shall be elected from the membership of the Board and shall constitute an Executive Committee.

SECTION 3           The President shall call the meetings and shall preside at all meetings of the Association, the Board and the Executive Committee.  The President shall perform such other duties as are usually incident to the office of the President.  The President shall be, ex-officio, a member of all committees.

SECTION 4           It shall be the duty of the Vice-President to perform all the duties and exercise all the powers of the President whenever the latter is absent or incapacitated.

SECTION 5          It shall be the duty of the Secretary:

(a)   To give due notice of all meetings of the Association and of the Board.

(b)   To attend the meetings of the Association and the Board and to keep a true record of the proceedings of all such meetings.

(c)     To have the custody of the corporate Seal and to affix the same to all document when so required.

(d)    To perform all other duties usually incident ot this office or as may be assigned by the Board.

SECTION 6           It shall be the duty of the Treasurer:

(a)   To receive and disburse all monies for account of the Association.

(b)   To keep proper books of account, and

(c)     To deposit all monies in a financial institution approved by the Board.

(d)    The Treasurer shall render current financial reports at all Board meetings.

(e)    The Treasurer shall be responsible for preparing in a timely manner all regulatory reports and tax returns required to be filed by the Association.

SECTION 7           All checks of the Association shall be signed by any two of the four officers.

SECTION 8          In the event of a vacancy occurring in any office of the Association during the year, the Board of Trustees shall fill the vacancy for the unexpired term.


Article 6


(a)  The following standing committees may be appointed by the President:

                        Accounting Principles and Auditing Procedures

                        By-Laws and Professional Ethics

                        Budget and Finance

                        Continuing Professional Education

                        Meetings and Programs




 The President shall also have the authority to constitute and appoint special committees as occasion may arise.


(a)  A Committee on Nominations to consist of three members shall be elected by the Membership at the Annual Meeting.  No officer and not more than one Board member shall be eligible for this Committee and no member of this Committee shall serve for two years in succession.

(b)   The names of the members of the Committee on Nominations shall be published as soon as possible after their election.

 The duties of the Committee on Nominations shall be to select nominees for the Board and the Committee on Nominations for the succeeding year, to be voted on at the Annual meeting.  Nominations shall be made by the Committee on Nominations before May 15th.  Notice of such nominations shall be published at least twenty-five days prior to the Annual meeting 


(a)   The dues of the Association shall be as established by the Board of Trustees and shall be due and payable one month after the invoice date.

(b)   New members admitted prior to January 1st will pay a full year’s dues.  New members admitted after January 1st will pay one-half of the annual dues.

(c)     Life members shall not pay dues.

(d)    Honorary members shall not pay dues.

(e)    The Board of Trustees may either increase or decrease the annual dues by a two-thirds vote.  For purposes of this Section, a minimum of ten ballots must be cast.


Article 7

SECTION 1           These By-Laws may be amended by a two-thirds vote of the membership voting, the vote conducted as provided in accordance with ARTICE 3, Section 3. 

SECTION 2           The Board shall have the authority to adopt any rules and regulations for the government of the Association and relations between its members that are not inconsistent with these By-Laws.


(As adopted by mail ballot, July 2000)