Far Northern Chapter

FAR NORTHERN CHAPTER

A Chapter of the California Society of Enrolled Agents

Bylaws

Article I

NAME, SERVICE AREA, PURPOSES, RESTRICTIONS & DEFINITIONS

1.01Name.

The name of this organization is the Far Northern California Chapter of the California Society of Enrolled Agents, Inc., a California nonprofit mutual benefit corporation.

1.02Charter and Geographical Boundaries. The California Society of Enrolled Agents (CSEA) has chartered The Far Northern California Chapter as a Chapter serving the following zip codes:

95926 – 92928 and 96000 - 96199

1.03Purposes. The purposes of the Chapter include:

a)To provide an organized professional development program for Enrolled Agents;

b)To represent the interests of the Members of the Far Northern California Chapter as part of CSEA;

c)To promote and protect the interests of Enrolled Agents.

1.04Restrictions. All programs and activities of the Chapter shall be consistent with:

a)CSEA Bylaws and these Chapter Rules and Regulations;

b)Federal, State and local antitrust and trade regulation laws;

c)Applicable tax-exemption requirements; and

d)All other legal requirements including the California Nonprofit Corporation Code under which CSEA is incorporated.

1.05Parliamentary Authority. Unless otherwise specified in these

Bylaws, or otherwise required by the California Corporation Code, Robert’s Rules of Order, Newly Revised, shall govern the Chapter in all cases which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order the Chapter may adopt.

Article II

MEMBERS

2.01Membership Qualifications. Membership in the Chapter is extended to CSEA members in good standing.

2.02Regular Member. Membership is extended to CSEA Regular Members in good standing. A Member in good standing is one who has paid current dues and assessments. The right to vote and to hold office is reserved to this classification of Members.

2.03Member Emeritus. Member Emeritus status is extended to CSEA Members Emeritus.

2.04Non-Member Affiliate. The Chapter shall recognize a “Professional Affiliate” status. This Professional Affiliate status is limited to individuals residing or working in California, who are not otherwise eligible for Membership. Professional Affiliates shall enjoy all the benefits of membership except they shall not vote on any issue and shall not hold elective office.

2.05Termination. A membership shall be suspended or terminated whenever the Board, or a Committee or person authorized by the Board, in good faith, determines that any of the following events have occurred:

(a) Resignation of Member, on reasonable notice to the Chapter;

(b) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;

(c) Failure of a Member to pay dues, fees, or assessments in the amount and under the terms set by the Board; and

(d) Occurrence of any event that renders a Member

ineligible for membership, such as termination of CSEA membership.

2.06Discipline. Any cause for disciplinary action shall be referred to the CSEA Ethics Committee.

2.07Member Obligation to Follow Chapter Rules. Each Member of this Chapter agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board and of the voting Members of the Chapter.

Article III

DUES and ASSESSMENTS

3.01Setting Annual Dues. The Board may set dues and fees, make assessments and set the terms of payment.

Article IV

BOARD OF DIRECTORS

4.01Board of Directors. The Board is the governing body of the Chapter and has authority and is responsible for the supervision, control and direction of the Chapter.

4.02Composition. The Board consists of officers of the chapter, the representative(s) to CSEA and two Directors each of whom shall be a regular member in good standing.

4.03Election and Term of Office. The Members shall elect Directors at the annual membership meeting in odd numbered years for a term of two years.

4.04Vacancies. If a vacancy occurs on the Board for any reason, the Board shall fill the position for the unexpired portion of its term.

4.05Meetings. The President, any Vice President, the Secretary or any two Directors may call meetings of the Board.

4.06Quorum. A quorum of the Board of Directors shall be a majority of the number of Directors authorized by these bylaws.

4.07Board Action. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board.

4.08Absence. If a Director is absent from two consecutive Board meetings in any one fiscal year for reasons which the remaining members of the Board of Directors shall determine to be insufficient, his or her resignation shall be deemed to be rendered and accepted, and he or she shall be so notified.

Article V

OFFICERS

5.01Officers. The officers of the Chapter shall be a President, First Vice President, and Treasurer each of whom shall be Regular Member of the Chapter.

5.02Election and Term of Office. Officers other than Immediate Past President shall be elected at the May Planning Meeting of the Board of Directors in odd numbered years for a term of two years.

5.03Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties set forth in position descriptions for each Officer as may be adopted by the Board from time to time. In addition, the Treasurer shall be the Chief Financial Officer of the Chapter. The Treasurer shall keep or cause to be kept all funds of the Chapter in such depositories as approved by the Board of Directors. The Treasurer shall disburse or cause to be disbursed any obligation of the Chapter as approved by the Board of Directors. Any person designated as signatory by the Board is forbidden to sign an incomplete draft. The treasurer shall keep or cause to be kept the books on an accrual basis in accordance with generally accepted accounting principles.

5.04Vacancies. If a vacancy occurs among the Officers, the Board shall appoint a member to fill the position for the unexpired term.

5.05Removal. An officer may be removed for an adequate reason as determined by the Board.

Article VI

MEMBERSHIP MEETINGS

6.01Annual Membership Meeting. The Chapter shall hold an annual meeting of the membership at the place and on the date that the Board of Directors determines. At the annual meeting, Directors and Officers shall be elected and the Board shall report the activities of the Chapter to the Members and other business shall be transacted as may be properly brought before the meeting.

6.02Special Meetings. Special meetings of the Chapter membership may be called by the President or the Board of Directors and shall be called upon written petition signed by five (5) percent or more of the Members. At the discretion of the Board, special meetings may be held either in person or via electronic media (e.g. conference call, on-line meeting format, etc.).

6.03Notice. The Board must give Chapter Members notice of all annual and special meetings. The notice must include a description of the business to be discussed and must be given at least ten (10) days (but not more than ninety (90) days) before the meeting.

Article VII

REPRESENTATIVE TO CSEA

7.01Representative. The Chapter shall appoint one regular Member of the Chapter to be a member of the CSEA Board of Directors.

7.02Number of Representatives. The number of representatives shall be determined in accordance with the CSEA Bylaws.

7.03Election and Term of Office. The representative shall be appointed by the President upon the approval of the Chapter Board for the same term of office as the officers of the Chapter.

7.04Duties. The duties of the representative are defined in the CSEA Bylaws.

7.05Vacancy. If the current representative is unable to serve, the President shall appoint a regular Member for approval of the Board to fill the position for the unexpired term.

7.06Removal. If the Chapter Board determines that there is adequate reason, the Board may direct the President to appoint another regular Member for approval of the Board to fill the position for the unexpired.

Article VIII

COMMITTEES

8.01Committees. The President shall appoint (with Board approval) the Chairs of the following Committees:

a)Bylaws Committee

b)Finance and Budget Committee

c)Legislative Affairs Committee

d)Membership Committee

e)Education Committee

f) Public Education and Awareness Committee

g)Scholarship Committee

h)Awards Committee

The President may appoint such other committees or task forces as may be necessary.

8.02Financial Review Committee. No later than June 30th the President shall nominate, for Board of Directors confirmation, a Financial Review Committee to review the books and records of the Chapter, The Financial Review Committee report, after approval of the Board of Directors, shall be delivered in writing to CSEA no later than August 31st following the end of the fiscal year. The Board of Directors shall cause said report to be presented to the membership.

Article IX

FISCAL YEAR

9.01Fiscal Year. The fiscal year of the Chapter shall be the same as the fiscal year of the California Society of Enrolled Agents.

Article X

INDEMNIFICATION

10.01Indemnification. To the fullest extent permitted by the law, the Chapter shall defend, indemnify and hold harmless its agents who are subjected to any claim by reason of any alleged or actual action or inaction in the performance of their duties performed in good faith on behalf of the Chapter. "Agent" for this purpose shall include any and all Directors, Officers and employees, past, present and future.

Article XI

AMENDMENT OF BYLAWS

11.01Amendment. Amendments to these Bylaws may be made at any annual meeting or special meeting by a majority vote of the Members voting.

Article XII

INTERPRETATION

12.01Interpretation. These Bylaws are subject to and must be consistent with the CSEA Bylaws and must be interpreted to conform with the CSEA Bylaws, as they may be amended from time to time.

***************

Last Rev 1/02