ARTICLE I - Name and Affiliation
The name of the corporation is the Arkansas Society of Enrolled Agents, Inc. (ASEA).
The ASEA is not a member of any other association.
ARTICLE II - Offices
2.1 Registered Office
The registered office and mailing address, of the ASEA is 3216 JFK Blvd , N Little Rock , AR 72116 . The ASEA may have such other offices, as the Board of Directors may designate or as ASEA requires.
2.2 Business Office
The business office of the ASEA is the same as the ASEA's principal office, and the address of the office may be changed by the Board of Directors.
ARTICLE III - Definitions and Parliamentary Authority
3.1 Local Chapter
A local chapter is a group formed within a specific geographical area in the State of Arkansas . Chapters are governed by the Bylaws of the ASEA. Members of the local chapter must be members of the state ASEA.
3.2 Circular 230
"Circular 230" means the United States Treasury Department Circular 230.01 Code of Federal Regulations Subtitle A, Part 10, as amended.
Any reference to the time a notice is given or sent in the Bylaws means the time a written notice by mail is deposited in the United States Mails with postage prepaid; or the time any other written notice is delivered by a common carrier for transmission.
3.4 Parliamentary Authority
Unless otherwise specified in the Bylaws, the rules contained in the current edition of Robert's Rules of Order Revised govern the Society in all cases.
3.5 Member Emeritus
A member emeritus is a person who has been a member for the preceding five years, who is on "inactive retired status" as defined in Circular 230. A member emeritus is not required to fulfill the requirements for continuing professional education (CPE). The Board of Directors, in its discretion, may waive the requirements of membership for the preceding five years.
ARTICLE IV. Members
Membership is limited to individuals holding a current Enrollment Card issued by the United States Treasury Department, Internal Revenue Service (IRS), and those persons qualifying under Section 6.3 of the Bylaws.
4.2 Classes of Membership
The ASEA has two classes of members: 1.) member and 2.) member emeritus.
Each member of the ASEA agrees to be bound by the Bylaws and Articles with any amendments, and by the lawful actions of the Board of Directors or the voting members. Each member will fulfill CPE requirements as promulgated by ASEA, report annually to the ASEA the fulfillment of those requirements, and abide by the ASEA Code of Ethics and Rules of Professional Conduct.
No member is personally or otherwise liable for the obligations of the ASEA.
4.5 Non-Member Affiliations
The Society shall recognize one form of non-member status: provisional associate.
The ASEA recognizes "provisional associate" status for those who have successfully completed the enrollment examination or who have completed the required IRS employment and who have applied for their enrollment card. Provisional associates enjoy all the benefits of membership, except that they cannot vote, nor can they hold elective office. Provisional associate status can be granted for a twelve month period and the Board of Directors may extend the term.
The Board of Directors of the ASEA may establish such annual dues and other assessments payable by members and affiliates to the ASEA (in addition to any registration fees and dues), as they see fit. Notice of the amount will be given no later than sixty days after the vote to change the dues, or ninety days prior to the close of the fiscal year, whichever occurs first. Any membership dues are due on July 1 st of each year. New members will receive twelve months membership from the time of joining and we be billed at the expiration of the twelve months on a pro-rata basis to the following June 30 th . Once submitted, dues remain the property of the ASEA unless membership is rejected upon application.
ARTICLE V. Meetings
5.1 Right to Vote
Each member is entitled to one vote, as pursuant to Ark. Code Ann S 4-28-212, on each matter to be decided at the annual meeting. All matters are decided by a majority of those voting.
5.2 Annual Meeting
There will be an annual meeting (Convention) of the membership of ASEA. The election of directors and officers will occur at the annual meeting. Any failure to hold an annual meeting as required by the Bylaws will not work a forfeiture or dissolution of ASEA or invalidate any action taken by the Board of Directors or the officers.
5.3 Special Meetings
Special meetings of the membership may be called by the President or the Board of Directors of ASEA, and are to be called by the President at the request of members having at least twenty-five percent of the votes entitled to be cast at such meetings.
5.4 Notice of Meetings
The President will issue a written "Call to Convention," as notice, at least thirty days prior to the set date. This notice will include:
The agenda for the business meeting
The report of the Nominating Committee, including a list of the nominees
The text of any proposed change to the Bylaws with the analysis of the Bylaws Committee and any minority report
In the case of a special meeting, the purpose or purposes for which the meeting is called and date of the meeting, will be sent by first-class mail at the direction of the President, or person calling the meeting, to each member entitled to attend. If mailed, such notice will be deemed delivered when deposited in the United States mail, addressed to each member at the address as it appears in the records of ASEA, with postage prepaid. Any member may waive notice of a meeting. The attendance of a member will constitute a waiver of notice, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
5.5 Proxies and Cumulative Voting
Voting by proxy or cumulative will not be allowed at meetings of membership unless otherwise stated in the Bylaws.
A quorum is a majority of the members registered. If less than one-third of the members are present, the only proposals to the Bylaws that may be voted on are those where notice of their general nature was published in the "Call to Convention".
ARTICLE VI. -Membership Status
6.1 Cessation of Membership
This is the occurrence of any event that renders a member ineligible for membership, or failure to satisfy or to continue to satisfy membership qualifications.
6.2 Failure to Pay Dues or Make CPE Reports
Membership will automatically be suspended for non-payment of dues or assessments thirty days after the due date. Membership will automatically terminate when a member is delinquent in payment of dues seventy-five days after the due date.
Membership will automatically be suspended for non-reporting of the fulfillment of the CPE requirement thirty days after the due date for reporting. Membership will automatically terminate when a member is delinquent with this requirement seventy-five days after the due date.
6.3 Status with the Internal Revenue Service
Any member whose enrollment to practice before the IRS is temporarily suspended for any reason by the issuing authority, will automatically be suspended from membership during the period of suspension to practice before the IRS. Any member whose enrollment to practice before the IRS is permanently terminated by the issuing authority will automatically be expelled from the ASEA.
Notwithstanding any other provision of the Bylaws, any person whose enrollment to practice before the IRS is cancelled by virtue of the issuance of a state license to practice as a Certified Public Accountant or admission to practice before the Bar of any state or higher jurisdiction, if said reason is the only reason for cancellation of enrollment, will be eligible for membership in the ASEA, provided the person meets all other criteria for membership.
Notwithstanding any other provision of the Bylaws, any person who is not allowed to practice before the IRS by virtue of acceptance of a position in government service, if said reason is the only reason for not being able to practice before the IRS, will be eligible for membership in the ASEA, provided the person meets all other criteria for membership.
ARTICLE VII - Board of Directors
7.1 General Powers
The business and affairs of ASEA are to be managed by its Board of Directors, except as otherwise provided by Arkansas law, the Articles of Incorporation, and the Bylaws as may be amended. The Board of Directors will consist of the immediate past President, the Officers of the Society and one Director for each twenty members or fraction measure on July 1 st . The Executive Director will be a non-voting member of the Board of Directors.
7.2 Number, Election, Tenure and Qualifications
The number of the Board of Directors will not exceed twelve. The number of members required for a director will be adjusted accordingly to maintain no more than twelve directors. The initial number of Directors is seven. The officers of the Society are to be elected for one year terms, with the right to serve consecutively, except that the President is not to serve more than two years consecutively. The Directors are elected for two-year terms, with the right to serve consecutively. Directors are elected at the annual meeting of the membership and each director will hold office until the end of his term and/or until a successor has been elected and qualified or until his earlier death, resignation or removal.
Any director who fails to attend at least two-thirds of the duly announced Board or Directors meetings in one year, measured from annual meeting to annual meeting, will not be eligible for re-election to the Board in any capacity. The Board of Directors may, by a two-thirds vote of those present, excuse such member from the requirement for one year at a time, upon the member's written request.
Any director may resign at any time by giving written notice to the President or the Secretary. A vacancy may be filled by a member with an affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy is elected until the next annual meeting.
7.5 Regular Meetings
A meeting of the Board of Directors may be called by the President.
7.6 Special Meetings
Special meetings of the Board of Directors may be called by the written request of five members of the Board of Directors.
7.7 Open Meetings
All meetings of the Board of Directors are open to the members, except when the topic includes ethics, professional conduct, or personal matters.
Notice of each meeting of the Board of Directors stating the place, day and hour of the meeting shall be given at least seven days prior thereto. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice, except where the director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by statute.
7.9 Presumption of Assent
A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken is presumed to have assented to the action taken unless a dissent is entered in the minutes of the meeting or a written dissent is filed with the Secretary. Such right to dissent does not apply to a director who voted in favor of the action.
7.10 Quorum and Voting
A majority of the directors will constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present at a meeting is the act of the Board of Directors. If less than a quorum is present, a majority of directors present may adjourn the meeting with an announcement at the meeting. No director may vote or act by proxy at any meeting of directors.
Directors will not receive compensation for their services. Reasonable out-of-pocket expenses incurred in furtherance of ASEA's business may be paid by resolution of the Board of Directors.
7.12 Execution and Other Committees
The Board of Directors may designate committees. This delegation does not operate to relieve the Board of Directors or any member from any Responsibility imposed by law. Rules are to be as established by the Board of Directors, or by the committee.
7.13 Meetings by Telephone or email
Members of the Board of Directors or any committee may participate in a meeting by means of conference telephone or similar communication equipment if all persons participating in the meeting can hear or communicate with each other at the same time. Such participation is to constitute presence in person at the meeting.
7.14 Action Without a Meeting
To the extent permitted by statue, any action may be ratified by resolution at a later meeting of the Board of Directors, or if by writing, may be signed by a majority of the directors or committee members entitled to vote with respect to the subject matter.
ARTICLE VIII. - Officers and Agents
8.l Number and Qualifications
The Officers of the Society shall be the President, The President-Elect (first VP), the Vice-President (second VP), the Secretary and the Treasurer. Officers must be members of the Society. One person may hold more than one office at a time except that no person may simultaneously hold the offices of president and secretary. Officers will serve as directors.
8.2 Election and Term of Office
The officers of ASEA are to be elected at the annual meeting. Each officer will hold office until a successor has been elected and qualified or until an earlier death, resignation or removal.
The compensation, if any, of the officers is to be fixed by the Board of Directors, and no officer is to be prevented from receiving a salary solely by reason of being a director.
Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of ASEA will be served.
Any officer may resign by giving written notice to the President or to the Board of Directors. An officer's resignation shall take effect at the time specified in such notice its acceptance of such resignation is not necessary to make it effective. A vacancy in any office may be filled by the Board of Directors for the unexpired term.
8.6 Authority and Duties of Officers
The officers have the authority to exercise the powers and perform the duties specified below and as may be additionally specified by the President, the Board of Directors or the Bylaws and as may be required by law.
President. The President will, subject to the direction of the Board of Directors, ( i ) be the chief executive officer of ASEA and have general and active control of its affairs and business and general supervision of its officers, agents and employees; (ii) preside at all meetings of the Board of Directors and the membership of ASEA; (iii) see that all orders and resolutions of the Board of Directors are carried into effect; and (iv)perform all other duties incident to the office of President and as may be assigned to him.
President Elect and First Vice President. The 1 st Vice President or President-Elect shall work closely with the President during his term in order to insure continuity in leadership of the organization and shall in the absence or disability of the President, perform the duties of President. The 2 nd Vice President shall, in the absence or disability of the President and President-Elect (1 st VP), perform the duties of the President. When President-Elect or 2 nd Vice President is so acting he will have all the powers and be subject to all the restrictions placed upon the President.
Secretary. The Secretary shall: ( i ) keep the minutes of the proceedings of the membership, the Board of Directors and any committees; (ii) be custodian of the corporate records and the seal of ASEA; and (iii) perform duties incident to the office of Secretary; (iv)supervise the keeping of a roll of membership together with dates of their election and record of all members elected, deceased, suspended or expelled; (v) receive all applications for membership and notice the applicant of their election or rejection; (vi)furnish them with the Bylaws and Rules of ASEA; (vii) supervise the correspondence; and perform all other duties incident to the office of Secretary.
Treasurer. The Treasurer shall: ( i ) be the chief financial officer of ASEA and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts and acquittance for monies paid in or on account of the ASEA, and pay out of the funds on hand bills, payrolls and other just debts of ASEA of whatever nature upon maturity; (iii) issue notices of dues and fees payable and be responsible for the collections thereof; (iv) be the principal accounting officer of ASEA and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit and prepare and furnish to the President and the Board of Directors statements of account showing the financial position of ASEA and the results of its operations; (v) make such reports to it as may be required; and (vi) perform all other duties incident to the office of Treasurer.
(e) Executive Officer. An Executive Officer will perform duties as defined by the Board of Directors.
8.7 Surety Bonds
The Board of Directors may require any officer or agent to execute to ASEA a bond with such sureties as to be satisfactory to the Board of Directors, conditioned upon faithful performance of any duties and for the restoration of all books, papers, vouchers, money and other property in possession or under control belonging to ASEA.
ARTICLE IX. Committees
9.1 Task Force Committees
The President or Board of Directors may create such standing or ad hoc administrative committees as are appropriate to further the purposes and objectives of ASEA, as set forth in the Articles of Incorporation and the Bylaws. A report of the formation of a new committee is to be made at the next Board of Directors meeting.
The Chairs of administrative committees are appointed by the President, with the advice and consent of the Board of Directors. These committees shall have jurisdiction of and responsibility for all matters incident to their respective titles or as may be assigned to them by the Board of Directors. All actions and recommendations of the administrative committees will be reported to the President and the Board of Directors as requested and are subject to approval, adoption, revision, modification, rejection, or cancellation in the discretion of the Board of Directors.
9.2 Standing Committees
The Standing Committees of ASEA may include:
- Long Range Planning
- Review of Commercial Publications
Reports and recommendations of the committees are submitted to the Board of Directors, and each committee will make a report to the members at the annual meeting.
ARTICLE X. Indemnification
10.1 Indemnification of Directors, Officers, Etc
ASEA hereby declares that any person who serves at its request as a director, officer, employee, chair or member of any committee, or on behalf of ASEA as a director, trustee or officer shall be deemed ASEA's agent for the purposes of this Article and will be indemnified by ASEA against expenses (including attorney's fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonable incurred by such person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of such service, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Except as otherwise provided, termination of any such action, suit or proceeding by judgment, order settlement, conviction or upon a plea of nolo contendere or its equivalent, will not of itself create either a presumption that such person did not act in good faith and in a manner which the person reasonably believed to be in good faith and in a manner which was reasonably believed to be in the best interests of ASEA or, with respect to any criminal action or proceeding, a presumption that such person had reasonable cause to believe that the conduct was unlawful.
10.2 Indemnification Against Liability to ASEA
No indemnification will be made in respect of any claim, issue or matter as to which a person covered by Section 10.1 would have been adjudged to be liable for negligence or misconduct in the performance of the duty to ASEA unless and only to the extent that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonable entitled to indemnification for such expenses with the court will deem proper.
10.3 Indemnification in Criminal Actions
No indemnification will be made in respect of any criminal action or proceeding as to which a person covered by Section 10.1 will have been adjudged to be guilty unless and only to the that the court in which such action or proceeding was brought determined upon application that, despite the adjudication of guilt but in view of all the circumstances of the case, such person is entitled to indemnification for such expenses or fines which such court shall deem proper.
10.4 Other Indemnification
The indemnification provided by this Article will not be exclusive of any other rights to which any person may be entitled under the articles of incorporation, any agreement, any other provision of the Bylaws, vote of the disinterested directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in the official capacity and as to action in another capacity while holding office.
10.5 Period of Indemnification
Any indemnification pursuant to this Section will (a) be applicable to acts or omissions which occurred prior to the adoption of this Section, and (b) continue as to any indemnified party who has ceased to be a director, officer, employee or agent of ASEA and will benefit the heirs and personal representatives of such a party. The repeal or amendment of all or any portion of the Bylaws which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted herein will not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of ASEA to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.
By action of the Board of Directors, ASEA may, subject to other sections, purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, on behalf of any person itemized hereunder against any liability asserted against and incurred by the person in the capacity of or arising out of the status as agent of ASEA, whether or not ASEA would have the power to indemnify the person against such liability under applicable provision of law. ASEA may also purchase and appropriate, to insure ASEA against any liability, including without limitation, any liability for the indemnification's provided in this Section.
10.7 Right to Impose Conditions to Indemnification
ASEA may have the right to impose, as conditions to any indemnification provided or permitted here, such reasonable requirements and conditions as the Board of Directors may deem appropriate in each specific case, including but not limited to any one or more of the following: (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any action will be counsel that is mutually agreeable to the person to be indemnified and to ASEA; (b) that ASEA will have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; and (c) that ASEA will be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person's right of recovery, and that the person to be indemnified will execute all writings and do everything necessary to assure such rights of subrogation to ASEA.
10.8 Limitation on Indemnification
Notwithstanding any other provision of the Bylaws, ASEA will neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualifications of ASEA as an organization described in Section 501(c) of the Internal Revenue Code.
ARTICLE XI. Miscellaneous
11.1 Account Books, Minutes, Etc
The ASEA will keep correct and complete books and records of account, and will also, keep minutes of the proceedings of its Board of Directors and any director of his accredited agent or attorney, for any proper purpose at any reasonable time.
11.2 Fiscal Year
The fiscal year of the ASEA will be July 1 st through June 30 th.
11.3 Conveyances and Encumbrances
Property of the ASEA may be assigned, conveyed or encumbered by such persons as may be authorized to do so by the Board of Directors, and such authorized persons may have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; substantially all of the property and assets of ASEA may be authorized only in the manner prescribed by the Articles of Incorporation and applicable law.
11.4 Designated Contributions
ASEA may accept any designated contributions, grant, bequest or devise consistent with its general tax exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, ASEA reserves right, title and interest in and to control of such contributions, as well as full discretion as to the ultimate expenditure or distribution in connection with any special fund, purpose or use. Further, ASEA will retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out ASEA's Internal Revenue Code SS 501(c) tax exempt purposes.
11.5 Conflict of Interest
In any person who is a director or officer of ASEA is aware that ASEA is about to enter into any business transaction directly or indirectly which that person, any member of the person's family, or any entity in which the individual has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or trustee, such person must (a) immediately inform those charged with approving the transaction on behalf of ASEA's interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within the person's knowledge that bare on the advisability of such transaction from the standpoint of ASEA, and (c) not be entitled to vote on the decision to enter into such transaction.
11.6 Loans to Directors and Officers Prohibited
No loans shall be made by ASEA to any of its directors or officers. Any director or officer who assents to or participates in the making of such loan shall be liable to ASEA for the amount of such loan until it is repaid.
11.7 References to Internal Revenue Code
All references in the Bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and shall include the corresponding provisions of any subsequent federal tax laws.
The power to alter, amend or repeal the Bylaws and adopt new Bylaws is vested in the Board of Directors subject to approval by the majority of members at any meeting at which a quorum is present and entitled to vote thereat, and further provided that provisions of Section 5.4 (3) have been met.
The invalidity of any provision of the Bylaws will not affect the other provisions, and in such event the Bylaws will be construed in all respects as if such invalid provision were omitted.
The dissolution (or winding up) of the ASEA will follow the provisions of the Arkansas Corporation Code. Upon dissolution, assets of the ASEA remaining after payment of or provisions for payment of all debts and liabilities of the ASEA, and after compliance with the Internal Revenue Code for distributions of any assets held in a charitable trust, will be distributed among the members in accordance with their respective rights.
CERTIFICATION OF ADOPTION
The undersigned do hereby certify that the above is a true and correct state of the Bylaws approved at the Annual Meeting of the Arkansas Society of Enrolled Agents held on July 22, 2004
Jerry Hargrave - Secretary
Rebecca Osborne - President and Chairman of the Meeting