CENTRAL ARIZONA CHAPTER OF ENROLLED AGENTS
ARTICLE I: NAME, PRINCIPAL OFFICE, PURPOSES AND RESTRICTIONS
Section l: The name of this organization is the Central Arizona Chapter of Enrolled Agents, hereinafter described as “CACEA”.
Section 2: The principal office of the Chapter for the transaction of its business shall be located in the central region of the state of Arizona or in such other place, within or without the State, as may be determined from time to time.
Section 3: The purposes of this Chapter include, but are not limited to:
a. Advancing and implementing all aspects of the Enrolled Agents profession through meetings and communications, publications, education and other programs and activities;
b. Articulating and advocating the needs and interests of the profession;
c.Cooperating on behalf of the profession with persons and businesses directly and through their organizations in matters involving the business and governmental affairs of the professions;
d. Promulgating policies and activities for the betterment of all individuals involved in some aspect of the profession; and
e. Explaining and clarifying to the public proposed and existing governmental actions that will impact Enrolled Agents and the clientele of Enrolled Agents.
Section 4: To the extent practical and desirable, the policies and procedures of the National Association of Enrolled Agents (NAEA) shall be adhered to at all times.
ARTICLE II: MEMBERSHIP
Section 1: Membership in NAEA is a prerequisite to membership in the Chapter.
Section 2: Membership classes, criteria and rules for application, approval, discipline and expulsion shall be as established by the Board of Directors from time to time, as may be set forth in the policies, procedures and resolutions of the board.
Section 3: There shall be the same classes of membership in the Chapter as there are in the NAEA, and qualifications for membership in the Chapter for each class shall be the same as the qualifications for each class of membership in the NAEA.
Section 4: Membership in NAEA shall be recognized as entitlement to membership in the Chapter.
Section 5: All Members must pledge compliance with the code of ethics and professional conduct of NAEA and adhere to the provisions of United States Treasury Department Circular 230, Title 31 Code of Federal Regulations Subtitle A, Part 10, as amended.
Section 6: All Members must comply with the continuing professional education requirements of both the NAEA and the Internal Revenue Service.
Section 7: Membership is presumed to be valid until acted upon by the Board of Directors.
Section 8:Only Members shall have the right to vote and hold office in the Chapter.
Section 9:Upon notification from the NAEA that a Member has not timely paid his/her dues or has not met the continuing professional education requirements established in Section 5, or the Member has been disbarred by the Director of Practice of the Internal Revenue Service, the Board may revoke the membership of that individual.
Section 10: Members Emeritus shall be exempt from the Chapter’s requirements for continuing professional education.
ARTICLE III: ASSOCIATES
Section 1: The Chapter may establish an Associate category for individuals who are engaged in some aspect of the practice of tax and who are not defined in Section 10.3(a) through (d) of Circular 230. Any individual who has been removed from practice under the provisions of Circular 230 shall not quality.
Section 2: The Chapter shall recognize a “Provisional Associate” status for those persons who have successfully completed the special enrollment examination or who have completed the required IRS employment and who have applied for their enrollment card.
Section 3:Associate status persons shall not be entitled to vote on any issue that comes before the Chapter or hold elective office in the Chapter.
Section 4: The word or term “Member” shall not be used in connection with any person granted Associate status.
Section 5:Associates shall meet the same continuing professional education requirements as required by Treasury Department Circular 230.
ARTICLE IV: DUES AND ASSESSMENTS
Section 1:The annual dues and assessments of the Members and Associates of CACEA shall be payable on or before the date set by the Board.
Section 2: The Board may levy such additional assessments as are necessary to carry out the activities of the Chapter upon ratification by the majority of Members present at a Chapter or annual meeting.
Section 3: If any Member or Associate shall fail to pay any installment of dues within sixty (60) days after the same shall become payable, it shall be the duty of the Treasurer to notify such Member or Associate that, unless dues are paid within thirty (30) days thereafter, such Member or Associate is subject to suspension.
Section 4: If any Member or Associate shall have been suspended for nonpayment of dues and his/her record discloses no complaint of charges, he/she may be eligible for reinstatement by forwarding a written request to the Board and paying the amount of the delinquent dues in full.
Section 5: Dues for a Member Emeritus shall be one-half (1/2) of the dues for other Members, or such amount as may be determined by the Board.
ARTICLE V: ANNUAL AND MEMBERSHIP MEETINGS
Section 1: The annual meeting shall be duly announced to the Members and Associates at least thirty (30) days in advance and will be in such form and at such time as required by Arizona Revised Statutes.
Section 2: The annual meeting shall be held on a date and at a time and place, which shall be determined by the Board.
Section 3: Chapter meetings shall be held on a date and at a time and place, which shall be determined by the Board. The President shall notify Members and Associates at least thirty (30) days in advance of the meeting date, time, place and agenda. Said notification is deemed given when notice is communicated to Members and Associates by either mail or electronic means. For this purpose, notification by electronic means includes, but is not limited to communication by telephone, facsimile, E-Mail or by posting on the CACEA Website.
Section 4:Business meetings of the Board may be held on a date and at a time and place, which shall be determined by the Board. Notice shall be sent to Members in the same manner as other CACEA meetings. Special business meetings of the Board may be convened by any majority of Board Members upon giving ten (10) days notice to all Board Members. Such notice shall be mailed to Members via first class U.S. Mail or otherwise delivered to Members by electronic or facsimile media as more fully described in Section 3, immediately above.
Section 5: All meetings of the Board and Committees may be open to the Members and Associates except when a confidential issue, as determined by the Board, is before the Board.
Section 6:Officers and Directors of the Chapter shall be elected by the Members during the annual meeting of the Chapter.
Section 7: A quorum at the CACEA meeting, including the annual meeting, shall be fifteen percent (15%) of the Members of the Chapter. A quorum at a business meeting of the Board shall be five (5) Board Members. A quorum at a special meeting shall be ten percent (10%) of the Members of CACEA on the date of the special meeting. CACEA records shall determine the Chapter’s membership on the date of any of the meetings mentioned in this Section.
ARTICLE VI: BOARD OF DIRECTORS
Section 1:The Board of Directors of this Chapter shall be no more than twenty (20) directors at large, the Immediate Past President, and the officers of the Chapter. All Members of the board shall be elected by the Members at each annual meeting. For the purpose of any election to fill partial terms of office, persons with the greater number of ballots shall be elected to the vacancy of their candidacy.
Section 2:Special meetings of the Board may be called by the President or any twenty (20) Members of the Chapter. Special business meetings of the Board may also be convened by any majority of Board Members upon giving ten (10) days notice to all Board Members. Such notice shall be mailed to Members via first class U.S. Mail or otherwise delivered to Members by electronic or facsimile media as more fully described in Article VI, Section 3 above.
Section 3:The President shall serve written notice, including the date, time, place and purpose of the special meeting, on all Members within ten (10) days of the special meeting. Such notice to contain an agenda of the items to be discussed and shall be mailed to Members via first class U.S. Mail or otherwise delivered to Members by electronic or facsimile media as more fully described in Article VI, Section 3 above.
Section 4: The Board of Directors shall be the governing body of the Chapter and shall have the authority and responsibility for the supervision, control and direction of the Chapter.
Section 5: The Board shall approve all chairpersons.
Section 6: The Board shall have the duty to remove a chairperson or director for cause, which may include, but not limited to, neglect of duty, incompetence, or misconduct.
Section 7: The Immediate Past President of this Chapter shall sit with the Board. Said person shall have voice and vote.
Section 8: The President shall appoint a Member to fill any vacancy on the Board.
Section 9:All Members of the Board shall serve a one-year term, with the exception of the Chapter President and Vice-President, whose terms of membership on the Board shall be for the same period as their terms of office as defined in Article VIII, Section 1, below.
Section 10: The Board of Directors shall determine all other matters, including, but not limited to, dues, period of affiliation, qualifications, restrictions, privileges and benefits, discipline, and determination of Associate status.
ARTICLE VII: OFFICERS
Section 1:The officers shall consist of a President, Vice President, Secretary and Treasurer. The officers shall be elected by a majority vote from the Members present at the meeting so designated for this purpose. The terms of office for the Chapter officers shall be as follows: the President and Vice President shall serve for a two (2) year term. All other officers shall serve a one (1) year term.
Section 2: The President shall be the chief officer of this Chapter and shall preside at all meetings of the general membership and the Board. He/She shall be an ex-officio member of all committees and may appoint, with the approval of the Board, any committees deemed necessary and advisable to promote the welfare of the Chapter. He/She shall make a written report to the Members at the annual meeting and shall do any and all things that, with the approval of the Board, may be necessary to carry out the provisions of all Members of the Chapter.
Section 3: The Vice President shall become President of the Chapter in the event of the President’s death, resignation or failure to fill his/her office. In that event, a special election shall be held for the election of a new Vice President. The Vice President shall be expected to preside in the absence of the President on any occasion.
Section 4: The Secretary shall keep minutes of annual and special meetings as well as all board meetings and they shall be the official records of this Chapter. The Secretary shall have possession and supervision of the membership lists of this Chapter. The Secretary shall certify the election of all officers including his/her successor.
Section 5: The Treasurer shall keep the financial and tax records of the Chapter. He/She shall report dues payments to the Board so that they records of Members shall indicate dues paying status of each Member, make reports to the Board, and shall report to the membership as requested by the Board. The Treasurer shall provide copies of the Chapter’s financial transactions for the fiscal year to the Arizona Society of Enrolled Agents (hereinafter referred to as “AzSEA”) Treasurer for his/her use in preparing all tax returns and other required government reports and filing with the various governmental agencies for the AzSEA.
Section 6: Any vacancy of an officer position either by death, disability, resignation for failure to fill his/her office shall be filled by Members appointed by the President.
ARTICLE VIII: COMMITTEES
Section 1:The Board shall authorize and establish committees for the Chapter as deemed necessary.
Section 2: It shall be the duty of the President to establish other committees and task forces as needed.
Section 3: A report shall be made to the Members and Associates of the names of all Committee and Task Force Chairs. Such report shall be deemed made when done in the manner described in Article VI, Section 3 above.
ARTICLE IX: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1: The Board, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the Chapter to enter into any contract or execute and deliver an instrument in the name of and on behalf of the Chapter and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Chapter for any purpose or in any amount.
Section 2: All funds of the Chapter shall be deposited to the credit of the Chapter in such banks as the Board selects.
Section 3: The Board may accept, on behalf of the Chapter, any contribution, gift, bequest, or devise for the general purpose of, or any special purpose of the Chapter, provided that the Chapter has met the requirements of Internal Revenue Code Section 501(a).
ARTICLE X: CORPORATE REPORTS AND SEAL
Section 1:The Board may provide for the preparation and submission to the Members and Associates, a written annual report, including a financial statement. Such report shall be made available for inspection by the Members and Associates at regular Chapter meetings, or upon written request from a Member or Associate, at such other times and places as may be considered reasonable and mutually convenient.
ARTICLE XI: FISCAL YEAR
Section 1: The fiscal year of this Chapter shall coincide with that of AzSEA, or such other period of 12 months as the Board may from time to time determine.
ARTICLE XII: BYLAWS
Section 1: These bylaws shall become effective immediately upon their adoption. Revocation of or amendments to these bylaws shall become effective immediately upon their adoption unless the Board of Directors or Member, in adopting them as hereinafter provided, shall provide that they are to become effective at a later date.
Section 2: Subject to any provision of law applicable to the amendment of bylaws of nonprofit corporations, these bylaws or any of them, may be altered, amended or repealed and new bylaws adopted by the vote of a majority of the Members voting. Such a vote shall be valid if the proposal(s) for bylaw changes are submitted, in writing, to the entire membership, at the addresses on the Chapter’s files, and if the Members are given sixty (60) days, as the Board may direct, to return their ballots by first class U.S. Mail to the business office of the Chapter Secretary, or such other address as the Directors shall designate.
ARTICLE XIII: RULES OF ORDER
Section 1:Rules of order at any meeting of this Chapter shall follow Robert’s Rules of Order, as revised.
ARTICLE XIV: INDEMNIFICATION AND INSURANCE
Section 1: The Chapter shall have the right, but not the obligation, to purchase and maintain insurance to the full extent permitted by law on behalf of all its agents, including officers, directors, and employees against any liability asserted against or incurred by the agent in such capacity arising out of the agent’s status as such. The cost of said insurance shall be paid from the account of the Chapter.
ARTICLE XV: DISSOLUTION
Section 1:The dissolution or winding up of the Chapter shall follow the requirements of the state of Arizona Corporate Code. Upon dissolution of this Chapter, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3)of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state/commonwealth or local government, for a public purpose. It shall be the duty of the Board of Directors to select such exempt organization and/or government entity.
Date Ratified: 6-24-04
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