| NYSSCPA
Board of Directors Standing Rules*
SR-1.
Establishment of selections subcommittee—Each year,
on or before August 1, the Board shall establish a selections subcommittee
composed of the President-Elect, who will serve as the subcommittee
chair, plus four Board members to be appointed by the President.
Two of the appointees are to be at-large directors and two are to
be chapter representatives.
SR-2.
Selection of Board-designated members of the nominating committee—Pursuant
to Bylaws Article IX, paragraph 1, the Board is to designate two
of its members to serve on the nominating committee each year. This
standing rule sets forth the procedure to be used by the Board in
complying with this provision of the Bylaws.
a. The selections
subcommittee of the Board shall propose the names of four or more
Board members for formal designation by the Board.
b. The subcommittee shall present its recommendation at a meeting
of the full Board no later than November 1.
c. The Board shall receive the report of the selections subcommittee
and, during the discussion of the report, the President shall
solicit additional names from the Board. A secret ballot shall
be held of the Board members with each director permitted to cast
two votes; however, each director may cast no more than one vote
for any candidate. The two Directors receiving the most votes
shall be the Board-designated nominating committee members. In
the event one or more of the persons so selected to serve on the
nominating committee later withdraws from such service, the election
results shall be redetermined, eliminating the name(s) of the
withdrawing member(s).
SR-3.
Recommendation of individuals to serve as elected members to AICPA
Council from New York—Each year, the AICPA requests
recommendations from the NYSSCPA of AICPA members to serve three-year
terms as elected members of AICPA Council. In addition, the NYSSCPA
is granted one representative on AICPA Council to serve for one
year. This standing rule sets out the procedure to be followed in
recommending individuals to serve as elected members of AICPA Council
and in designating the NYSSCPA representative to Council.
a. The person
nominated each January to serve as NYSSCPA president-elect shall
automatically be proposed to serve a three-year term on Council;
provided, however, that such nomination for president-elect shall
be subject to the condition that if such nominee is defeated in
an election for president-elect, or later is removed or otherwise
vacates the office of NYSSCPA President-elect, NYSSCPA President,
or NYSSCPA director, he or she shall be deemed to have submitted
his or her resignation from AICPA Council. The nominee for President-elect
shall sign an acknowledgement of this automatic resignation provision
as a condition of accepting the nomination for AICPA Council.
In the event the nominee for president-elect is not a member of
the AICPA and chooses not to join the AICPA, or chooses not to
accept the NYSSCPA Board’s nomination to be proposed for
service on AICPA Council, or refuses to sign such acknowledgement,
he or she shall not be nominated for Council and the selections
subcommittee shall propose one or more candidates to fill the
resulting vacancy.
b. Each candidate proposed by the NYSSCPA Board for service on
Council must meet the following criteria, unless being proposed
by virtue of being the nominee for NYSSCPA President-elect:
1) Be a
member of the NYSSCPA
2) Be a member of the AICPA
3) Submit a resume to the Board selections subcommittee
4) Submit to the Board selections subcommittee an answer to
the following question: What is it that I would bring to Council?
5) Live in or work in the states of New York, New Jersey, or
Connecticut
6) Have been active in the NYSSCPA either at the chapter level
or with a statewide committee or both
7) Not be a current member of the NYSSCPA Board of Directors,
unless the candidate is in his or her final year of service.
Any candidate
for consideration to serve on Council who is a member of the NYSSCPA
Board of Directors must recuse him- or herself from the related
Board discussion and vote.
c. Two weeks
before the last regularly scheduled Board meeting in the calendar
year, the selections subcommittee of the Board, defined in SR-1,
shall propose to the full Board the names of individuals to fill
the vacancies occurring on AICPA Council in the ensuing year.
The subcommittee report shall include three more candidates than
the number of positions to be filled.
d. The Board shall receive the report of the selections subcommittee;
and during the ensuing discussion, the President shall solicit
additional names from the Board. A secret ballot shall be held
of the Board members with each director permitted to cast a number
of votes equal to the number of Council vacancies sought to be
filled; however, each director may cast no more than one vote
for any candidate. For however many “elected” Council
member vacancies remain after the position reserved to the president-elect
designee, the individuals receiving the most votes shall be recommended
for such “elected” Council positions. The candidate
receiving the next highest number of votes shall serve as the
NYSSCPA representative to the AICPA Council when the term of the
then current NYSSCPA representative ends, except as noted below.
In the event one or more of the persons so selected to serve on
the AICPA Council withdraws from consideration for Council or
is later nominated for Society president-elect, the election results
shall be redetermined, eliminating the name(s) of the president-elect
candidate or withdrawing member(s).
SR-4.
Roles of the Vice Presidents—The Vice Presidents
shall serve in the following capacities, with the assignment to
be made by the President:
- Two Vice
Presidents for Chapters
- A Vice President
for Committees
- A Vice President
for Professional Issues
The chapter
vice presidents shall be assigned responsibilities for chapters
in a manner that assures diversity based on location, size, and
longevity.
SR-5.
Board Nominations and Presidential Appointments of Former Staff—For
a period of two years following any staff member’s separation
of service from the Society or FAE (or both), (1) the Board shall
refrain from advancing the nomination of such staff member to serve
on the governing body of the AICPA or FAE, and (2) the President
shall not appoint such staff person to any Group II Bodies (as such
term is defined in the Society’s Conflict of Interest policy.
SR-6.
Board Governance Subcommittee—On or before the first
regular board meeting each year, the President shall appoint a board
subcommittee, the purpose of which shall be to advise the Board
on matters of Society and Board governance. The governance subcommittee
shall comprise five individuals, four from the board of directors,
two of which shall be Executive Committee members, and a member
of the FAE trustees, who shall serve ex officio with right to vote
on subcommittee matters.
SR-7.
Sense of the Board Regarding Committee Appointments—The
Board recognizes that the Society’s President has full authority
under the bylaws to appoint members to committees (except the Executive
Committee and Nominating Committee), and that he or she, therefore,
has the authority to appropriately delegate tasks related to committee
appointments. However, the sense of the Board is that the President
should not delegate the selection of members of any committees within
the operations division.
* Standing rules
are authorized in Article VI, paragraph 6 of the NYSSCPA Bylaws
(see, http://www.nysscpa.org/society/bylaws.htm.
Per the bylaws, once approved by the Board, standing rules become
effective, 30 days after publication to the membership. SR-1 through
SR-4 were approved on April 21, 2004, and published in the June
2004 issue of The Trusted Professional. SR-5 was approved
on April 21, 2005, and published in the November 15, 2005 issue
of The Trusted Professional. SR-6 and SR-7 were approved
on September 21, 2006, and published in the November 1, 2006 issue
of The Trusted Professional. An update to SR-4, regarding
vice presidential assignments, was passed at the April 3, 2008 Board
meeting and published in the May 15, 2008 issue of The Trusted
Professional.
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