SOUTH DAKOTA CPA SOCIETY

(A South Dakota non-stock, non-profit corporation)

ARTICLE 1 - MEMBERSHIP

Membership

The membership shall be composed of Fellow, Associate, Student and Honorary members.

The Board of Directors (Board) may establish additional sub-categories of membership they deem appropriate subject to approval of the voting membership. Any sub-category of membership shall be based on such requirements and the payment of such fees and dues as the Board shall determine.

Fellow members are the only class of members that are eligible to vote.

Fellow Members
The following persons may become Fellow members:

Any person who holds a certificate as a Certified Public Accountant (CPA) issued by and under the authority of the South Dakota Board of Accountancy or any person who holds a certificate in good standing from any other state or territory shall be eligible for membership in the South Dakota CPA Society.

Associate Members
The following persons may become Associate members:

a. Persons who have taken the examination prescribed by the State Board of Accountancy as a prerequisite to becoming a CPA in South Dakota and who continue to take the examination at least annually until they have passed all parts of the examination.

b. Persons (other than CPAs) employed on the professional and/or administrative staffs of practicing CPAs in South Dakota.

c. Persons (other than CPAs) who are full-time faculty members of an accredited college or university in South Dakota.

d. Persons in addition to the foregoing who have passed the examination prescribed by the State Board of Accountancy as a prerequisite to becoming a CPA but who have not yet received their certificates.

e. Other accounting/finance related professionals working under the supervision of a CPA who maintains a CPA certificate in good standing with the State Board of Accountancy.

f. CPAs or Chartered Accountants who hold certificates from countries that have licensing standards equal to those of the South Dakota State Board of Accountancy, who meet other eligibility requirements of these bylaws.

Student Members
Membership is open to all college and university students, including graduate students, who attend an accredited institution. Student membership is automatic upon completion of requirements as set forth by the Board of Directors and extends one year past graduation or until student member is elected to another membership classification.

Honorary Members
A Fellow member who has been a member for over thirty years, and is age 65 or over may apply for honorary membership.

Written application is required within 30 days after the time annual dues for regular members are payable. Any of the criteria for honorary membership may be waived at the discretion of the Board.

Membership Retention
Requirements for Retention of Membership
Members of the Society shall:
a. Pay dues as established by the Board of Directors.
b. Conform to these bylaws and the rules of the Code of Professional Conduct.
c. Maintain the membership requirements. Associate members who become ineligible for membership solely because of change in employment shall remain Associate members until the end of the fiscal year for which dues have been paid, but no longer.
Application for membership
All applications for membership shall be completed by the applicant and filed with the Executive Director at the Society office, together with payment of the membership application fee.
Procedure for acting upon application for membership
The Executive Director shall present the application for membership in the Society to the Board for approval. A three-fourths vote of the Board shall be required to elect an applicant.
Notification of membership
Each newly approved member shall be notified in writing by the Society office of their dues for the unexpired portion of the fiscal year, which dues shall be payable in accordance with Article II, Section 2. The failure of the newly approved member to pay such dues shall nullify their election and they shall forfeit their membership application fee. The Board by unanimous vote of the members present may modify or suspend the provisions of this section.
Certificate of membership
A certificate of membership in such form as the Society may designate shall be issued to each member.
Suspension
Membership in the Society shall be suspended without a hearing should a member’s license or permit to practice as a certified public accountant be suspended as a disciplinary measure by any licensing authority. Such suspension of membership in the Society shall terminate upon reinstatement of the license or permit and reapplication for membership privileges.
Resignation and Termination.

(a) Resignation Any member may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or Executive Director. Acceptance of resignation shall not be necessary to make it effective.

(b) Termination for Unpaid Indebtedness
If a member is delinquent for six (6) months in the payment of dues, assessments or other indebtedness to the Society after having been twice officially notified in writing of the delinquency, the Executive Director shall report the delinquency to the Board. Upon failure to receive the dues within fifteen (15) days of the mailing of final notice by the Society, said membership shall be automatically terminated. Termination for unpaid indebtedness shall indicate that the past member is no longer in good standing with the Society.

(c) Termination for Other Cause.
1. Membership in the Society shall be terminated without a hearing should a member’s license or permit to practice as a certified public accountant be revoked, terminated, or not renewed as a disciplinary measure by any licensing authority. If any member forfeits or surrenders his certificate as a CPA, his membership in the Society shall terminate. Any dues which are unearned at that time shall be forfeited.
2. Membership in the Society may be suspended by the Board without a hearing should there be filed with the Executive Director of the Society a judgement of conviction imposed upon any member for:
  1. A crime defined as a felony or its equivalent under the law of the convicting jurisdiction;
  2. The filing of a false or fraudulent tax return on the member’s or client’s behalf; or
  3. The willful aiding in the preparation and presentation of a false or fraudulent tax return of a client; And shall be terminated in like manner upon the similar filing of a final judgement of conviction.
3. Ethical complaints against members shall be referred to the Board and any member may be suspended or terminated by unanimous vote of the Board for just cause.
Reinstatement
Upon proper application and payment of required fees, the Society upon unanimous vote of the Board may reinstate a former member, who has resigned or whose membership has been suspended or terminated, upon such terms as the Board may designate. If a member has been suspended or terminated while a disciplinary proceeding was pending the reinstatement shall not take place until the disciplinary proceeding has been completed.

ARTICLE II - Dues and Assessments

Annual Dues
The annual dues and membership fees for each category or subcategory of membership and affiliate status shall be set by the Board. Any increase in dues exceeding the greater of fifteen dollars or ten percent of the highest dues category must be approved by members who are eligible to vote. The annual dues period shall be for the fiscal year of the Society. Dues for new members shall be prorated on a monthly basis, based upon their date of application.
When payable
Annual dues shall be payable 30 days after the fiscal year end or annual meeting as provided in Section 1. Initial dues for a new member shall be payable by the last day of the month following the member’s approval.
Exemption for period of military service
No member shall be required to pay dues for the period in which he/she is engaged in active military service of the United States or its allies.
Special Assessments
The Board may levy special assessments on any category or subcategory of membership or affiliate status. Such assessments must be ratified by ballot of the membership by a majority of those eligible voting members.

ARTICLE III - Official Meetings of the Society and Membership at Large

Annual Meeting
An annual meeting of the membership of the Society shall be held at a time and place determined by the Board. Officers and elective nominations for other offices may take place at the annual meeting.
Other Meetings
Other official meetings of the membership or any subgroup of membership or affiliate status may be called at any time by the President or by a majority of the Board, or by request in writing delivered to the Executive Director and signed by at least 5% of the voting membership.
Voting by mail and other means
When authorized by the Board, voting members may vote by mail, telephone or other electronic means and such vote shall have all the effects of a vote cast at an annual or other meeting if notice of voting shall have been sent to the eligible members in similar manner as a notice of meeting. No ballot shall be counted unless received by the Executive Director within 30 days after the date of the notice of voting is sent to members. The entire vote may be taken on any issue by telephone, mailed ballots or electronic means only if so stated in the notice and at least a quorum of the members vote.
Notice of meeting
Written notice of each meeting of members stating the time, place and purpose of meeting shall be given by the Executive Director to each member entitled to vote at the meeting. Such written notice shall be properly addressed according to the last available corporate records, and delivered or mailed not less than ten nor more than fifty days before such meeting. Meetings and their related notice may be accomplished by way of telephone, mail and other electronic means.
Quorum
At least 5% of members in good standing who are eligible to vote.
Parliamentary Procedure
In matters of official Society business, the rules of parliamentary procedure set forth in the most recent version of "Roberts Rules of Order" shall apply except as otherwise provided in these bylaws.

ARTICLE IV - Board of Directors, Leadership Council Officers, and Chief Paid Administrative Officer

Board of Directors

Composition and Tenure
The affairs of the Society shall be governed by a Board consisting of at least eight (8) members of the Society in good standing.

Director	Term of Office
President	1 fiscal year
President-Elect	1 fiscal year
Secretary/Treasurer	1 fiscal year
AICPA Council Rep	3 fiscal years
Director At Large	3 fiscal years
Director At Large	3 fiscal years
Director At Large	3 fiscal years
Past President	1 fiscal year

Governing Body
The Board shall be the governing body of the Society and as such shall have supervision of the funds and property of the Society, exercise general control over all its affairs, and be responsible for statements of position to the public, budget approval, strategic direction and other major policy matters.
Officers
The officers of the Society shall be a President, President-elect, and a Secretary/Treasurer. Each officer shall be a member of the Board.
1. Tenure
  Each officer shall serve a term of one (1) fiscal year. At the end of the current term of Secretary/Treasurer he or she shall automatically proceed to the position of President-elect and in the following year to the position of President. Notwithstanding any other provisions of the Bylaws, an officer shall hold office for his or her designated term or until the election of a successor, whichever is later.
  
  Any officer who shall automatically succeed to office in a following year shall succeed to that position unless notified to the contrary by the President, in writing, at least ninety (90) days prior to the beginning of the fiscal year. Such notice shall be given only after the approval by a majority of the Board. In the event such notice is given, the Nominating Committee shall nominate a member for the vacated office subject to approval by the Board.
Duties of the President
The President shall serve as a member of the Board and Leadership Council. The President, in addition to the duties and prerogatives prescribed elsewhere in these Bylaws, shall preside at all such meetings of the Society as well as the annual meeting if held. The President may conduct such correspondence as the President and the Board may consider to be in the best interest of the Society and shall perform all executive and other duties assigned by the Board as well as those ordinarily pertaining to the office of the President.
Duties of President-Elect
The President-Elect shall serve as a member of the Board and Leadership Council. In the event of the absence, disability, or disinclination of the President to act, the President-Elect shall fill the duties of the President. The President-Elect shall perform all executive and other duties delegated by the President. It shall also be the duty of the President-Elect to plan, in cooperation with the Board and Leadership Council, the overall program of the Society for the next succeeding fiscal year, including selection of committee chairs. If both the President and President-Elect are unable to perform the duties of the President, the Board shall choose one of its members to perform such duties until the President or President-Elect again assumes office or until the duly elected successors assume their duties.
Duties of the Secretary/Treasurer
The Secretary/Treasurer shall serve as a member of the Board and Leadership Council. The Secretary/Treasurer shall be the Secretary at all meetings of the Society, the Board, and the Leadership Council. The Secretary/Treasurer shall cause a record of the proceedings at all such meetings to be made and of all matters of which a record shall be required or ordered. The Secretary/Treasurer shall cause such financial records to be maintained and such financial statements to be prepared as the Board may direct.
Directors
The Board shall consist of three (3) Directors-at-Large to be elected for three (3) year terms. At the first election of Directors-at-Large following the adoption of this provision there shall be elected two (2) Directors, one for a two (2) year term and one for a three (3) year term and at succeeding elections there shall be elected Director or Directors for the three (3) year terms to fill the appropriate expired term. Up to one (1) Director-at-Large could be a non-CPA. If a director prior to the completion of their term is nominated to an officer position, the nominating committee would then fill the vacancy of their un-expired term.
AICPA Council Representative
The AICPA Council Representative shall serve as a member of the Board. Any member of the Society who is also a Member of Council for the AICPA shall serve on the Board. Council Representatives will be nominated by the Board.
Past President
The Past President shall serve as a member of the Board.
Meetings
The Board shall meet at least four (4) times per fiscal year at such date and place determined by the President and shall include conference calls. Special meetings of the Board may be called by the President or by the written request of two (2) or more directors. If a director is absent from more than two (2) consecutive meetings of the Board, and sufficient excuse is not presented at the next meeting of the Board, the position may be declared vacant by the Board.
Quorum
Four voting members of the Board shall constitute a quorum for the transaction of business. For purposes of a quorum, the immediate past President is not considered a voting member.
Board action without a meeting
Any action that could be taken at a meeting of the Board may be taken without a meeting when authorized in writing and signed by all the directors.
Removal
Directors and officers shall be subject to removal by a vote of the majority of members entitled to vote for the election of directors and officers taken at a meeting held after notice of the time and place of intention to propose such removal. Removal of a Director who is also an officer shall leave a vacancy in such office as well as that of
Resignation
Any director or officer may resign at any time. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or Executive Director. Acceptance of a resignation shall not be necessary to make it effective.
Vacancy
If any vacancy shall occur among the directors during the fiscal year, the remaining Board shall elect by majority vote a member to fill the vacancy until the next annual election.

Chief Paid Administrative Officer
1. Tenure
  The Chief Paid Administrative Officer (Executive Director) shall be appointed by the Board and shall serve at the direction of the Board. The Chief Paid Administrative Officer may have such other titles as the Board shall from time to time determine.
2. Duties
  Administration of Society business shall be handled by a Society staff under the direction of an Executive Director whose duties are outlined in a policy manual. Additional staff shall be acquired as the Board deems necessary. The Chief Paid Administrative Officer shall also perform all other duties prescribed by these bylaws, or which may be delegated by the Board.
Leadership Council
1. Composition and Tenure
  The Leadership Council shall consist of the following.
  1. Board of Directors
    The officers of the Board shall serve as participants on the Leadership Council throughout their terms as members of the Board. Each officer shall have one (1) vote on Leadership Council.
  2. Committee Chairs
    Each Chair of a committee, task force, or special interest group (as such committees, task forces, or special interest groups may from time to time be established by the Board) shall serve as a participant on the Leadership Council throughout his or her term as Committee Chair. Each Chair shall be responsible for the performance and supervision of the committee, task force, or special interest group over which the Chair is appointed. Each Committee Chair shall have one (1) vote on Leadership Council.
  3. Practice Advisory Council
    The Board shall establish a Practice Advisory Council consisting of not less than five (5) members in public practice, including not less than two (2) sole practitioners, and two (2) representatives employed in local or regional or national firms. Members on the Practice Advisory Council shall serve for a term of three (3) years with approximately one-third of the members rotating each year. Chair of the Practice Advisory Council shall serve as a participant on the Leadership Council throughout his or her term on the Practice Advisory Council and shall perform such additional duties as shall be determined by the Board. Chair of the Practice Advisory Council shall have one (1) vote on the Leadership Council.
  4. Non-Practice Advisory Council
    The Board shall establish a Non-Practicing Advisory Council consisting of not less than four (4) members who are not engaged in the practice of public accounting, including not less than two (2) members employed in industry, one (1) member employed in a government position or education. Members on the Non-Practice Advisory Council shall serve for a term of three (3) years with approximately one-third of the members rotating each year. Chair of the Non-Practice Advisory Council shall serve as a participant on the Leadership Council throughout his or her term on the Non-Practice Advisory Council and shall perform such additional duties as shall be determined by the Board. Chair of the Non-Practice Advisory Council shall have one (1) vote on the Leadership Council.
  5. Young Professional Advisory Council
    The Board shall establish a Young Professional Advisory Council consisting of not less than four (4) members who are under the age of 30 at the time they are nominated and are employed in the practice of public accounting, non-public accounting or a student member. Members on the Young Professional Advisory Council shall serve for a term of three (3) years with approximately one-third of the members rotating each year. Chair of the Young Professional Advisory Council shall serve as a participant on the Leadership Council throughout his or her term on the Young Professional Advisory Council and shall perform such additional duties as shall be determined by the Board. Chair of the Young Professional Advisory Council shall have one (1) vote on the Leadership Council.
2. Advisory Body
  Leadership Council shall advise the Board regarding matters submitted by the Board for advice and will perform such duties as the Board or these bylaws shall describe.
3. Chair
  The President or acting president of the Society shall be the Chair of the Leadership Council.
4. Meetings
  Leadership Council shall hold an annual meeting and such additional meetings as the Board shall determine.
5. Quorum and Voting
  The presence in person of fifty percent (50%) of the voting members of the Leadership Council shall constitute a quorum for the transaction of business. A majority of the voting members present at any meeting in which a quorum is present shall constitute a vote of the Leadership Council.
Indemnification of Employees and Officers
1. 1. Right to Indemnification. Every present or former Director, officer, committee member, or Executive Director shall be indemnified by the Society against all costs, damages and expenses incurred by or imposed upon them in connection with or resulting from any claim, action, suit, or proceeding to which they may be made a party by reason of their being or having been a Director, officer, committee member or Executive Director of the Society, except in relation to matters as to which a recovery shall be had against them by reason of their having been finally adjusted in such action, suit or proceeding to have been guilty of fraud in the performance of their duty as such director, officer, committee member or Executive Director. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling any such claim suit or proceeding.
2. Insurance. The Society may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Society against any such expense, liability, or loss under South Dakota Corporation Law.

ARTICLE V - Nominations & Elections

Nominating Committee. A Nominating Committee of no less than five (5) members shall include the two (2) immediate past Presidents of the Society provided they remain active, and no less than three (3) members at large. No other current member of the Board may serve as a member of the Nominating Committee. The immediate past President shall serve as Chair and the preceding past President shall serve as the Vice Chair of the Nominating Committee. At-Large members of the Nominating Committee shall be nominated by the Chair of the Nominating Committee, subject to the approval of the Board for a one-year term.
Duties. By no later than January 31 of each year, the Nominating Committee shall submit to the Board a single slate of nominees for each of the following positions, which will be vacant at the end of the current fiscal year: Secretary/Treasurer, Director-At-Large to serve on the Board, members of the Practice Advisory Council, and members of the Non-Practicing Advisory Council. After approval by the Board, the single slate of nominees shall be published by mail or other electronic means to each member of the Society by March 1st.
Other Nominations. Any member in good standing may be placed in nomination for any office by petition signed by two percent (2%) or more of the Society membership in good standing. The petition must be received by April 1, after which nominations shall be closed. In the event such petition is received by the Nominating Committee, it shall nominate such members for the office or offices referred to in such petition in addition to the person nominated on the single slate proposed by the Nominating Committee.

If additional nominations are received, as provided above, a ballot will be prepared and voting will be done in accordance with Article III, Section 3 by April 15. All voted ballots received prior to May 15 will be counted.

The mailing and counting of such ballots shall be conducted by an election committee of at least three (3) members appointed by the Board, none of whom may be an officer or director or nominee as an officer or director. The election shall be decided by the majority vote of the members voting.
Election. If no additional nominations are received by April 1, the nominations shall be closed. The general membership shall be notified of the final slate of nominees by mail or other electronic means. All newly elected members shall take their respective offices on the first (1st officers is not published by March 1st) day of the next fiscal year after said April or after the annual meeting. If a slate of elections will be held at the annual meeting.

ARTICLE VI - Committees, Councils and Task Forces

The President shall from time to time designate committees, task forces, special interest groups, and councils, and the number of members to comprise such entities and the responsibilities of such entities, subject to the approval of the Board.

ARTICLE VII - Rules of Professional Conduct

Rules. The Rules of Professional Conduct of the Society shall consist of the current “Code of Professional Conduct of the American Institute of Certified Public Accountants” (AICPA), and as may be thereafter amended, and as further amplified by interpretations and rulings contained in “AICPA Professional Standards” except that in case of any conflict between that Code and these Bylaws, the Bylaws of the Society shall prevail.
Enforcement Procedures.
(a) Whenever a member of the Society, whether or not a member of the AICPA, shall be charged with violating these bylaws or any code of professional ethics promulgated hereunder, the said charge shall be initiated according to the terms of any then subsisting agreement between the Society and the AICPA relating to ethics enforcement. Information regarding the agreement may be obtained by contacting the ethics liaison, Executive Director, or AICPA.

(b) In further 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, and then operative rules of the Joint Trial Board Division of the AICPA and then operative joint ethics enforcement procedures in effect by virtue of the agreement between the Society and AICPA.
Joint Action with AICPA. All committees, boards, and other bodies of the Society are hereby empowered to carry the provisions of Section 2a and 2b into effect by acting jointly and in cooperation with the appropriate bodies of the AICPA under the agreements, rules, and procedures in effect between the Society and the AICPA at the time of such action.

ARTICLE VIII - Amendments

A proposal to amend the Bylaws shall be initiated by the Board, by Leadership Council, or by petitions filed with the Secretary signed by five percent (5%) or more of the voting members in good standing. The Secretary shall give written notice of the intent to amend the Bylaws to all voting members in good standing. All proposals to amend the Bylaws, after being duly noticed, shall be presented for vote by the eligible membership in accordance with Article III. Any number of amendments or an entire revision of the bylaws may be submitted and voted upon at one time.

ARTICLE IX - Seal

The corporate seal shall be circular in form, having around the outer border thereof, the words “South Dakota CPA Society” and in the center thereof, the word “Seal”.

ARTICLE X - Fiscal Year

The fiscal year of the Society shall be a twelve (12) month period beginning June 1 and ending May 31 of the succeeding calendar year or such other fiscal year as shall be adopted by the Board.