RIAPA - Rhode Island Association of Public Accountants
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CONSTITUTION

(Revised as of 10/10/02)

ARTICLE I
The Name of the Corporation is Rhode Island Association of Public Accountants.


ARTICLE II
The Association is organized for the purpose of elevating and maintaining amongst its members a high standard of proficiency and integrity in the professional practice of public accountancy; to promote and protect the interest of public accountants in Rhode Island; to cultivate professional cooperation amongst its members; to establish goodwill and understanding between the general public and the public accounting profession throughout Rhode Island.

Acting through its Board of Directors, its President and other Officers, subject to the Constitution and By-Laws, to do such acts as are necessary to the attainment of the objects and purposes as herein set forth and to the same extent as any natural person might or could do.


ARTICLE III
This corporation is a nonprofit corporation. It shall have the right to collect dues, levy assessments and do any other activities incidental to carrying out the objectives of the Rhode Island Association of Public Accountants.


ARTICLE IV
The private property of the members shall not be subject to the payment of corporate debts.



ARTICLE V
The corporation shall have perpetual existence.


ARTICLE VI

Section 1: The membership of the Rhode Island Association shall be as follows:

Full Members
Life Members
Associate Members
Student Members
Honorary Members

AMENDMENT - 10/10/2002:
To Amend Article VI, Section 1:
The membership of the Rhode Island Association shall be as follows:
By adding after Association Members, "Retired Members"

Section 2: The qualifications of members of the Association shall be in accordance with standards prescribed by the By-Laws of the Association.

Section 3: The rights, privileges and obligations of membership in the Association, and the remedies for the violation of such, shall be prescribed by the By-Laws of the Association.

ARTICLE VII
The governing body of the Association shall be its Board of Directors who shall be elected by the members of the Association in accordance with the procedures prescribed by the By-Laws of the Association.


ARTICLE VIII
The seal of the Association shall be a circle formed by the name "Rhode Island Association of Public Accountants" and year of incorporation. Within the circle shall be the words "Integritas Professionis" and an anchor superimposed on a shield.



ARTICLE IX
The corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon members herein are granted subject to this reservation. Amendments to this Constitution may be made at any Annual Meeting. The corporation may, in its By-Laws, confer powers upon its Board of Directors in addition to the powers specifically conferred herein and in addition to the powers and authorities expressly conferred upon it by statute.


ARTICLE I - CLASSES OF MEMBERSHIP

Section 1: The membership of the Rhode Island Association of Public Accountants shall consist of "Full Members”, "Life Members", "Associate Members", "Retired Members", and "Honorary Members".

Section 2: A Full Member is a person holding an authority under the General Laws of the State of Rhode Island and Providence Plantations; Chapter 84-226 Dated 6/5/84, effective July 1, 1984

Section 3: Associate Members shall be those persons who are ineligible as Full Members under Article 1, Section 2 of these By-Laws. Associate Members must come from one of the following categories:

(a) Employees of Accounting Firms;
(b) Educators in Accounting of Business Administration:
(c) Accountants in Government Service (Local, County, State and Federal);
(d) Officers and Staff Accountants of banks and financial institution;
(e) Individuals who are enrolled to represent clients before the Internal Revenue Service;
(f) Principals or employees of an established tax preparation or bookkeeping service

Section 4: An Associate Member shall not use the caption or designation "Member, Rhode Island Association of Public Accountants" or any words having the same meaning in any printed or written form. An Associate Member cannot use the designation "Public Accountant" on his stationery or business cards.

Section 5: The Association, by a 2/3 vote at any regular meeting, may confer the title of Honorary Member upon any person recommended and approved by a 2/3 vote of the Board of Directors present and voting.

Section 6: A Retired Member is one who was a Full Member for at least five (5) years who has attained the age of 65 or over and who has retired from active practice in public accountancy.

Section 7: The Board of Directors may confer the title of Life Member on any former officer or director who has been approved by a 2/3 vote of the directors present and voting.

Section 8: A Student is one who is in college, majoring in accounting, and who aspires to obtain a degree in accounting.

Section 9: A Non-Resident Member is one who is fully qualified and is a licensed public Accountant in his or her state of residence.

Section 10: Only Full Members and Life Members shall be eligible to vote, to make motions, to hold office and to make nominations.

To Amend Article I - Classes of Membership, Section 10:

By striking out: "Only full members and life members shall be eligible to vote, to make motions, to hold office and to make nominations" and inserting, " Only full members and life members shall be eligible to vote, to make motions, to hold office and to make nominations. The two Associate Members currently serving on the Board of Directors, pursuant to Article VI, paragraph 6, shall be eligible to vote, to make motions, and to make nominations."



ARTICLE II - ADMISSION TO MEMBERSHIP

Section 1: Application for membership in the Association must be made on a form approved by the Board of Directors. The Membership Committee shall investigate and evaluate the application of the candidate for membership. The Board of Directors shall have the right of final acceptance or rejection of all applications and shall consider all communications received concerning any candidate prior to publication.

Section 2: An initiation fee of $10.00 shall accompany each application for Full or Associate membership. No initiation fee shall be required for a student membership or non-resident membership.

Section 3: In the event of rejection of an application, the initiation fee shall be returned.

Section 4: If an applicant fails to be accepted as a member, no further application from such applicant shall be considered by the Association until at least one year from date of non-acceptance.

Section 5: The Board of Directors shall have the power to prescribe rules and regulations pertaining to membership including the receipt and collection of dues, the issuing of certificates and all other matters necessary to the proper administration of the membership consistent with the Constitution and By-Laws.

Section 6: When an Associate Member is qualified as a Public Accountant under the laws of the State of Rhode Island, he shall automatically lose his qualifications as an Associate Member and become, without any further action by the Associations Full Member. He shall be liable for the balance of the initiation fee, if any, and a pro-rata charge of the dues, if any. He shall also return his Associate Certificate in exchange for a Full Membership Certificate.

Section 7: Each newly elected member shall be notified by the Executive Director to appear in person at a meeting of the Association to receive his certificate. If, in the direction of the Board of Directors, such an appearance is impossible or impractical, the Board of Directors shall cause the certificate to be sent by certified mail to the last known address of said member. Every certificate issued must be acknowledged by the member by a signed receipt. The certificate is the property of the Association, and it must be returned if cancelled for whatever reason by the Board of Directors.

Section 8: No certificate will be issued to a Student Member or a Non-Resident Member.


ARTICLE III - MEMBERSHIP DUES
Section 1:

  • Amount: Each Member shall pay annual dues which shall be payable in advance on or before the first day of each fiscal year for such fiscal year in such amounts as shall have been determined by the Board of Directors. For purposes of determining dues and initiation fees, the Board of Directors may classify Members according to such factors as it deems to be relevant and prescribe dues and initiation fees of different amounts for each class so created.
  • New Members: New Members shall pay dues pro rata for the fiscal year from the first of the calendar month in which they shall be elected.
  • Exemptions: Life and Honorary Members shall be exempt from payment of dues.
  • Remission or Refund: The Board of Directors shall have authority in its discretion to remit or refund the dues of a member, in whole or in part, if it is not contrary to the interests of the Association.
  • Interpretation: In any case where there is doubt as to the amount of dues to be paid or, if strict application of the then existing dues schedule appears unfair, the Board of Directors shall determine which rate shall apply and its decision shall be final.

Section 2: The Board of Directors by a 2/3 vote may levy such additional assessments as are necessary to carry on the activities of the Association upon ratification by 2/3 majority of the members of the Association present and voting at a special meeting called to consider the additional assessments.

Section 3: If any member should fail to pay dues within ninety (90) days after the sum has become due, it will be the duty of the Executive Director to send by mail to such member who is in default a notice to the effect that, unless such dues are paid within fifteen (15) days thereafter, such member is subject to suspension provided that any member whose dues I delinquency shall extend six (6) months will be subject to immediate suspension without further notice.

Section 4: If any member shall have been suspended for non-payment of dues and his record discloses no complaints or charges, he may be eligible for reinstatement by forwarding a written request to the executive office and paying one year's past dues in full and one year's current dues

Section 5: Any member who becomes totally disabled may apply in writing for a waiver of dues for the duration of total disability. Such application shall be made to the Board of Directors.


ARTICLE IV - OFFICERS OF THE ASSOCIATION
Section 1: OFFICERS:

The Officers are as follows:

President
Vice President
Secretary
Treasurer
Executive Director

All of the above Officers shall be elected for a term of one year. The Association shall have such other Officers as the Board of Directors may from time to time determine. Only Full Members and Life Members of the Association who are in public practice and are in good standing for at least the prior two(2)years are eligible to be Officers. Directors may be elected from the voting membership.

AMENDMENT - 10/10/02:

To Amend Article IV - Officers of the Association, Section 1:

By striking out, "All of the above officers shall be elected for the term of one year", and inserting "All of the above officers, with the exception of the Executive Director, shall be elected for a term of one year. The Executive Director shall be elected for a term of one year by the Board of Directors"




Section 2: ELECTION OF OFFICERS:

They shall be chosen by ballot at annual meetings of the Association. In case no candidate for any office shall receive a majority vote of the members present, the Association shall proceed immediately to vote again omitting the candidate who had received the smallest number of votes. The President's tenure in office shall be limited to a term of two full years.

AMENDMENT - 10/10/02:

To Amend Article IV - Election of Officers, Section 2:

By striking out, "They shall be chosen by ballot at an annual meetings of the Association" and inserting, "They shall be chosen by ballot at an annual meetings of the Association with the exception of the Executive Director who is chosen by the Board of Directors."



Section 3: NOMINATION OF OFFICERS AND DIRECTORS:

Nominations for the various officers and directors shall be submitted by a Nominating committee appointed by the President as hereinafter provided, or by any member from the floor at the time of the annual election.

Section 4: REMOVAL OF OFFICERS: Any officer may be removed for cause by a 2/3 vote of the members present in person at a special meeting called to consider the charge against the officer. Due notice of such charge and meeting must be sent to the officer by registered mail not less than two weeks before the date set for such meeting. The officer may have the benefit of legal counsel at such meeting.

Section 5: VACANCIES OF OFFICERS: Should a vacancy exist in the office of President, the Vice President shall become acting President. Secretary, Treasurer and Executive Director shall be filled by a majority vote of the Board of Directors if a vacancy occurs.


ARTICLE V - DUTIES OF OFFICERS
Section 1 - The President:
The President shall preside at all meetings of the Board of Directors. He is an ex-officer of all committees. He may appoint any committee that he may deem advisable to promote the welfare of the Association. He may suspend and temporarily remove any committee man appointed by him for neglect of duty, gross inefficiency or violation of the Constitution and By-Laws. He shall make an annual report to the membership present at the Annual Meeting. He may call special meetings at his discretion and also upon written petition of not less than five (5) members who are in good standing. He shall appoint the members of standing committees. He shall, by April 1st, appoint a Nominating Committee of five (5), none of whom shall be an officer, but at least one of whom shall be a member of the Board of Directors whose term has more than one (1) year to run. He shall join with other officers as herein provided in signing Certificates of Membership, checks, drafts, notes, deeds and any other written instruments issued by and in the name of the Association.

Section 2 - The Vice President:
The Vice President shall have such powers and shall perform such duties as are or shall be prescribed by the By-Laws, the Board of Directors or the President. In case of the disability of the President to perform his duties or, in case of absence from any meeting where his presence would be required, he shall perform the duties of the President during the continuance of such disability or absence. If the office of the President shall become vacant, the Vice President shall thereupon become Acting President of the Association for the unexpired term.

Section 3 - The Secretary:
The Secretary shall be responsible for recording the proceedings of all regular meetings, special meetings and Board of Directors Meetings in the minute book. He shall perform any other duties usually pertaining to his office and shall deliver all records and property of the Association, which are in his custody to his successor in office.

Section 4 - The Treasurer:
The Treasurer shall have the custody of securities and funds belonging to the Association. He shall receive all monies accruing thereto from the Executive Director and shall deposit same in the name of the Association in a bank approved by the Board of Directors, and he shall pay all bills or vouchers provided in the Budget by check, countersigned by the President. He shall keep a double entry set of books of account, consisting of a General Ledger, Cash Receipts Book, Cash Disbursements Book and a General Journal. He shall render a financial report at all regular meetings of the Board of Directors and at the Annual Meeting of the Association. He shall perform any other duties usually pertaining to his office, and he shall deliver all records and property of the Association, which are in his custody to his successor in office. He shall assume responsibility of filing all Federal and State reports pertaining to the Association and filing regulations. He shall be covered by an insurance bond with the amount to be determined by the Board of Directors.

Section 5 - The Executive Director:
The Executive Director shall have custody of corporate papers, records and the Seal. He shall affix the Seal where so required by law or by these By-Laws or whenever directed by the President or the Board of Directors, and he shall attest to same by his signature. He shall issue the notices for all meetings. He shall be responsible for the preparation and publishing and distribution of all Association publications. The Executive Director shall conduct the correspondence of the Association notifying new members of their election to the Association and keep such a register of the membership as the Board of Directors may decide. He shall bill the members for dues and assessments collect same, turning the money over to the Treasurer. He shall conduct the affairs of the Association under the super­vision of the President; perform duties and functions of the Secretary and Treasurer as delegated by these Officers; perform duties and functions as determined by the Board of Directors. He shall give bond for the faithful performance of his duties. He shall make written monthly reports of all his activities to the President and Board of Directors. He shall perform any other duties usually pertaining to his office, and he shall deliver all records and property of the Association, which are in his custody to his successor in office. He shall receive compensation and expense allowances as determined by the Board of Directors.


ARTICLE VI - BOARD OF DIRECTORS

Section 1: There shall be a Board of Directors consisting of no less than twelve (12), including officers who shall be elected by ballot at an annual meeting of the Association. "Roberts Rules of Order" shall be the governing procedures of the Board. All Past Presidents automatically become members of the Board of Directors with power to vote. The State Director of the National Society of Public Accountants and the Officer Representing Rhode Island in the New England State Associations of Public Accountants shall be members of the Board of Directors with power to vote. Seven (7) members of the Board of Directors shall constitute a legal quorum at any meeting thereof. Elected officers of the Association are automatically members of the Board of Directors. They also have a vote on the Board. At the annual meeting, there shall be elected directors for a three (3) year term to fill the vacancies of directors whose three year terms have expired. The Board of Directors shall have power to fill vacancies occurring on the Board until the next annual meeting. The President and Secretary shall be Chairman and Clerk respectively of the Board. The President or Acting Chairman shall vote only to dissolve a tie. Meetings of the Board shall be held at such times and places on call of the Chairman by giving written notice to each member not less than six (6) days prior to the date of such meeting. At special meetings only such matters shall be acted upon as were named in the notice. A director who does not attend three (3) consecutive Board meetings shall be liable to suspension as a director by the Board of Directors. The Board shall have the general management and control of all affairs, funds and property of the Association, subject only to directions by general meetings, thereof; and, in the interim between such meetings, it shall be clothed with all the powers possessed by the Association which may lawfully be delegated to such a body. The Board of Directors shall approve all applications for admission as submitted by the Membership Committee, and, from its decision as such, there shall be no appeal. No member of the Association may hold office as a director for more than two (2) consecutive terms, six (6) years. Any full member of the organization who is elected to RI Board of Accountancy will automatically become a member of the Board of Directors.

AMENDMENT - 10/10/02:

To Amend Article VI - Officers of the Association, Section 1,:

By striking out, "At the annual meeting, there shall be elected directors for a three (3) year term to fill the vacancies of directors whose three year term have expired" and inserting "At the annual meeting, there shall be elected two (2) directors for a three year term to fill the vacancies of directors whose three year term have expired"




AMENDMENT - 06/10/04:

To Amend Article VI - Officers of the Association Section 1,:

By striking out, "At the annual meeting, there shall be elected two directors for a three (3) year term to fill the vacancies of directors whose three year term have expired" and inserting "At the annual meeting, there shall be elected two (2) directors for a three year term to fill the vacancies of directors whose three year term have expired. Of the six elected directors four shall be full members and two shall be Associate Members."

Proviso:

Effective at the close of the annual meeting election of 2004, one of the elected director positions shall be filled by an Associate Member. Effective at the close of the annual meeting election of 2005, a second director position shall be filled by an Associate Member. At any given time subsequent to the close of the annual meeting of 2005, two elected directors shall be Associate Members.




Section 2:

  1. The Board of Directors shall pass upon all expenditures of Association Funds, and no bills shall be paid without its approval, except that the President or Executive Director may order payment of any bill for not more than $75.00.
  2. Sitting as a Board of Review, it shall adjudicate all findings of the Grievances Committee relative to violations of these By-Laws or for unprofessional conduct, and it shall have the power to suspend any member guilty of such charges. Appeal from a sentence of expulsion may be taken to the Association at Large if presented within sixty (60) days, but it shall require a three-fourths vote of the members present at a duly called meeting to reverse such sentence
  3. It shall have power to suspend any member who is ninety (90) days in arrears in payment of his dues, and to expel any member who is persistently delinquent in payment of such arrears. It shall have the power to cancel a member's arrears if such action seems advisable.
  4. It shall have power to order the issuance of a duplicate certificate of membership on receipt of satisfactory evidence of the loss or destruction of the original; but a reasonable charge shall be made for such duplicate, and it shall be subject to return as provided herein for the original.
  5. In general, it shall be the duty of the Board to see to the carrying out of the purposes for which the Association exists; and it shall be clothed with all the powers necessary thereto.
  6. Any member of the Board may be removed for cause in the same manner as provided for officers
  7. The Board of Directors at its first meeting of the fiscal year shall adopt a budget outlining the income and expenses of this association. Any deviation of more than 10% of a budget line item must be presented to the Board for approval. Specific expenditure not in the budget in amount of $300.00 or more must also be presented to the Board for their approval.



ARTICLE VII - STANDING COMMITTEES

Section 1: Standing Committees are as follows:

Accreditation
Assistance and Protection Plan
Auditing
Budget and Finance
Constitution and By-Laws
Education
Ethics and Grievances
Legislative
Liaison Committees:
Bankers
Bar Associations
Board of Public Accountancy/Advisory Council
Internal Revenue Service
Rhode Island Division of Taxation
Membership
Nominating
PAC Committee
Public Relations
Scholarships & Awards
Speakers Bureau
Taxation

Section 2: Miscellaneous

The President shall make appointments to all standing committees at his discretion with the exception of the Executive Committee for the ensuing calendar year.

ARTICLE VIII - MEETINGS
Section 1: The fiscal year shall commence on May 1st of each year.

Section 2: The annual meeting shall be held in the month of May at such place or time as the Board of Directors may decide. The Executive Director shall give a Twenty-one (21) day written notice to the membership prior to the meeting. The annual meeting shall provide for nominations and elections of all officers and members of the Board of Directors. The Board of Directors shall provide for the installation of incoming officers and directors.

AMENDMENT - 10/10/02:

To Amend Article VIII - Meeting, Section 2:

By striking out, "The annual meeting shall provide for nominations and elections of all officers and members of the Board of Directors." and inserting, "The annual meeting shall provide for nominations and elections of all officers and members of the Board of Directors with the Exception of the Executive Director who shall be elected by the Board of Directors."


Section 3: General membership meetings may be called at anytime by decision of the President with proper notice. Special meetings may be called by the President, or by the Executive Director, in case the President neglects or refuses to do so, when seven (7) members in good standing make a written petition.

Section 4: Written notice of all meetings shall be sent by the Executive Director to the membership at least six (6) days before the meeting and no other business shall be transacted.

Section 5: Twenty (20) Full and Life Members of the membership present constitutes a legal quorum. Only Full and Life Members may vote. "Roberts Rules of Order" shall govern procedures of meetings.

AMENDMENT - 10/10/02:

To Amend Article VIII - Meeting, Section 5:

By striking out, "Twenty (20) Full and Life Members of the membership present constitutes a legal quorum." and inserting, "Ten (10) Full and Life Members of the membership present constitutes a legal quorum."


ARTICLE IX - SUSPENSION OR EXPULSION OF MEMBERS

A member renders himself liable to suspension or expulsion if::

  1. He refuses or neglects to give effect to any decision of the Association or of the Board of Directors; or
  2. He violates any of these By-Laws or any of the Rules of Professional Conduct as approved by the Board of Directors; or
  3. His or her authority to practice public accountancy is withdrawn or revoked by any State or Territory of the United States and such withdrawal or revocation remains in effect; or
  4. He has been declared by a court of competent jurisdiction to have committed any fraud, to be insane or to be otherwise incompetent; or
  5. He is found by the Ethics and Grievances Committee to be guilty of any act that reflects discredit upon the accountancy profession; or
  6. He is convicted of a crime involving moral turpitude.



ARTICLE X - CHARGES, TRIALS AND PENALTIES

Section 1: Any complaint or charge against a member under Article IX shall be filed in writing with the Board of Directors who shall forward same to the Committee on Ethics and Grievances.

Section 2: The Committee on Ethics and Grievances shall consider the charges in the complaint. If, after considering the charges, the Committee, by majority vote, does not consider that a violation has been committed, the Committee shall dismiss the complaint by notice, in writing, to the complainant and the Board of Directors. If the Committee shall fail to act thereon within ninety (90) days after such complaint is received by it, the member filing the complaint may present the complaint in writing to the Board of Directors for investigation and decision. The plaintiff and/or defendant may appeal the decision of the Ethics and Grievances Committee to the Board of Directors. If the Board of Directors considers it worthy of review at a special meeting of the Board of Directors, the plaintiff and defendant and any other witnesses, upon written notice, shall appear and give testimony. The Board of Directors decision will be final, unless overruled by the Association at Large (See Article VI, Section 2, Subsection B).

ARTICLE XI - EXECUTIVE COMMITTEE

Section 1: The Executive Committee shall consist of the President, three Past Presidents, and the other officers.

Section 2: The purpose of this Committee is to have an active group in an advisory capacity to the President.

ARTICLE XII - NOMINATING COMMITTEE

Section 1: This Committee shall consist of five (5) members, none of whom shall be an officer, but at least one of whom shall be a member of the Board of Directors whose term has more than one year to run.

Section 2: It shall be the duty of this Committee to prepare a slate of officers and directors to be voted upon at the next annual meeting. It shall render its report to the Executive Director in time to be included in the notice for the May meeting, and shall also render its report to the membership in attendance at the May meeting. Additional nominations may be made from the floor at this meeting. Any candidate nominated from the floor must be present for his acceptance.

Section 3: Any candidate recommended for office by the Nominating Committee shall be considered as having accepted the nomination and. if for some reason he is not present at the election meeting, he will be considered to be eligible for election. Full members in good standing are allowed to participate in the nominations and in the voting.

ARTICLE XIII - AMENDMENTS TO BY-LAWS

Section 1: The membership attending an annual meeting or special meeting called for this purpose may amend these By-Laws according to Section 4 of this Article by a 2/3 vote of the membership present and voting.

Section 2: No amendment to the By-Laws shall be considered unless submitted in writing in advance to the Chairman of the Constitution and By-Laws Committee or to the Executive Office for transmittal to the Chairman of the Constitution and By-Laws Committee.

Section 3: All proposed amendments submitted to the By-Laws Committee are to be signed by at least five (5) members in good standing.

Section 4: A notice of proposed amendments to the By-Laws shall be sent to all members at least twenty-one (21) days prior to the special or annual meeting. However, in the event that an official bulletin or periodical is issued by the Association and a copy is mailed to members only in accordance with the above time limit, the notice of proposed amendments may be published in such official bulletin or periodical in lieu of a separate notice. The publication of proposed By-Laws amendments shall indicate the names of the sponsoring members.

Section 5: Any proposed amendment to the By-Laws that has not been submitted in the manner as required above may be presented for consideration at the annual or special meeting by a ¾ vote of the members present and voting.

Section 6: The Constitution and By-Laws Committee shall review all proposed amendments and shall report its recommendations to the members assembled at the annual or special meeting.


ARTICLE XIV - CODE OF ETHICS

It shall be the duty of the Board of Directors, upon the recommendation of the Committee on Ethics and Grievances, to approve and publish a Code Of Ethics and Rules of Professional Conduct.


ARTICLE XV

The Fiscal year of the Rhode Island Association of Public Accountants shall end on the 30th day of April of each year.


ARTICLE XVI

All References to "he" shall also include "she", and likewise shall have similar dual meaning to all pronouns used.


Copyright © 2001 Rhode Island Association of Public Accountants



747 Pontiac Ave., Suite 201 Cranston, RI 02910 Tel: 1-401-461-1887 Fax: 1-401-461-6178


Robert J. Iadeluca
Executive Director
747 Pontiac Ave., Suite 201
Cranston, RI 02910
Tel: 1-401-461-1887
Fax: 1-401-461-6178