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Chapters

Duties and Responsibilities of Chapter Officers

This section contains suggestions and information for individual officers on conducting the affairs and activities of the Chapter. It will refer to the bylaws, which prescribe the duties of the individual officer.


Duties of NYSSCPA Chapter Executive Board Members 

Background

The Society’s bylaws (Article V) empower the NYSSCPA Board of Directors to establish and dissolve Chapters. The Board used an unincorporated chapter model in creating the Society’s Chapter structure. This means that all authority and power of Chapter leaders derives from the Society’s Board of Directors and that Chapters are not entities separate and apart from the Society itself.

The chapters operate within a framework outlined in NYSSCPA Board-defined chapter bylaws, reprinted in the Chapter Manual, which has been approved by the Executive Committee. According to the Chapter bylaws, a great deal of responsibility for conducting chapter activities is delegated by the NYSSCPA Board to each Chapter’s Executive Board.

Per the Chapter bylaws, each Chapter is to be governed by a 13- or 14-person Executive Board comprising the following:

  • Chapter officer positions, including a President, President-elect, Vice President, Secretary, and Treasurer (or, if the Chapter prefers, a combined Secretary/Treasurer).
  • The immediate Past President.
  • 8 “elected” members.

Some chapters operate with less than fully populated Executive Boards, due to a lack of volunteers.

Because the Society relies on an unincorporated Chapter structure, all Chapter assets belong to the Society and not to the Chapter. The Society opens a Chapter checking account for each Chapter and authorizes certain Chapter officers and the Society’s Executive Director to serve as authorized signatories.

Legal Responsibilities of Chapter Executive Board Members

The legal responsibilities of Chapter Executive Board embers are analogous to those of the Society’s Board itself. Generally speaking, a member of the Society’s Board has a fiduciary duty to the organization. In the case of Chapter Executive Boards, the “organization” is the Society as a whole, not only their respective Chapters. This fiduciary duty has three aspects:

1. duty of care
2. duty of loyalty
3. duty of obedience, that is, a duty to adhere to the organization’s purpose.

 

Duty of Care

To meet the duty of care, a Chapter Executive Board member should—

  • Attend Chapter Executive Board meetings, at least by phone
  • Participate in Chapter Executive Board deliberations and votes
  • Show independent judgment when voting
  • Be informed about organizational activities
  • Rely on trustworthy sources of information (staff included)
  • Delegate only to responsible persons
  • Follow up regularly
  • Fulfill these obligations honestly, in good faith, and with the care of an ordinarily prudent person in similar circumstances.
  •  

    Chapter Executive Board Members’ Personal Responsibility. Unlike the Society’s Board, Chapter Executive Boards do manage most of the affairs of their Chapters’ day-to-day activities. This results in personal responsibility for some Chapter volunteers. For instance, the Chapter treasurer has possession of the Chapter checkbook and must safeguard that checkbook.

    President

    Section 5.4 of the Chapter bylaws sets forth the duties of the president. In order, to properly perform his or her duties, a president should be thoroughly familiar with sections of the Chapter bylaws.

    The success of a Chapter year depends, to a large extent, on the energy and organizational ability of its president. Prior to taking office, suggested organizational steps include—

    (a) preliminary meetings with the Chapter Board members and officers-elect to plan meetings, including scheduling visits of Society officers, and familiarization with the Chapter budget for the following year; and

    (b) the appointment of committee members and chairpersons, in accordance with the bylaws and established Chapter procedures.

    The bylaws provide that Chapter committees shall include those enumerated in Section 8.4, and other continuing committees that the President may designate. The authority for the appointment of committee members and chairpersons rests with the President, under Section 8.2 of the bylaws. 

    The President should see that a list of Chapter officers, Executive Board members, and Chapter committee chairpersons is sent to the Society office not later than April 30 each year.

    Any programs proposed that are to qualify for CPE credit must follow the procedures outlined in the CPE Course Standards and Procedures Manual for Chapters and their committees and be planned well in advance.

    After meeting planning has been completed, and a meeting budget estimated, the President and Budget Committee need to prepare a proposed budget for the year. See Section 8.4(f) and 9.2 of the Chapter bylaws for requirements as to submission and approval of the budgets. The Chapter Treasurer is a member of the Budget Committee under the bylaws. The section of this guide that sets forth the duties and responsibilities of the treasurer includes references to budget preparation and submission.

    The President, as chief executive officer of the Chapter, should—

    (a) consult frequently during the year with Chapter officers and committee chairpersons, to make sure they are performing their functions;

    (b) make sure at least five meetings of the Chapter are held within the fiscal year, one of which should be the election meeting to be held in either April or May (Section 3.1);

    (c) preside at all meetings of the Chapter and the Chapter Executive Board;

    (d) make sure the Nominating Committee is elected at a Chapter meeting held at least two months, and not more than four months, before the election meeting (Section 6.2); and

    (e) designate a time and place, during April or May, for the annual Chapter election meeting, to be held for the election of officers and Chapter board members for the following year (Section 7.1).

    (References in parentheses are to sections of the Chapter bylaws.)

    After the close of the year in which he or she served, but not later than May 31 of the next, the President is required, under Section 5.4 of the Chapter bylaws, to file a report with the Board of Directors of the Society of Chapter activities during his or her year in office..

    The final duty of a President whose term has ended should be to review Chapter correspondence files, to retain such correspondence as may be appropriate, and to bind it in folders to be placed in the Chapter archives. These files should be transferred to the custody of succeeding Presidents or Secretaries.

    President-elect

    The President-elect is the first Vice President and, according to Section 5.6 of the Chapter bylaws, shall perform all executive and other duties ordinarily pertaining to the office of a Vice President, and such other duties as may be delegated to him or her by the Executive Board or the President. Section 5.5 of the bylaws provides that a President-elect shall act in the President’s stead when the President is unable or unwilling to act. The President-elect shall be a member of the Executive Board. The President-elect shall automatically be deemed elected President of the Chapter at the election meeting of the year following becoming President-elect.

    Under Section 4.1 of the Chapter bylaws, a President-elect is a member of the Chapter Executive Board. The President-elect should be in a position to be informed of the affairs of the Chapter, as well as the President’s responsibilities and activities to be in a position to serve in the President’s stead, should the need arise. The President-elect may also be appointed chairman of the Meetings Committee. The Chapter President-elect is expected to attend the Presidents-Elect Workshop.

    One of the first concerns of a President-elect is early planning with his or her Meetings Committee chairperson, his or her Chapter Executive Board, and officers to—

    (a) determine the number of meetings to be held during the year,

    (b) determine the kinds of meetings (whether for members only, for special groups, such as bankers, for the general business public, or for CPE),

    (c) obtain hotel or other accommodations early to secure desirable dates,

    (d) estimate and target attendance for each meeting, and

    (e) estimate budget of revenue and expenses of each meeting for budgetary purposes.

    Reference Guide for the President-elect

    1. The commitment begins before the Chapter Presidents-elect Workshop.

    2. The Chapter budget for your fiscal year is to be submitted by December 1 prior to your term.

    3. Organization should begin at least six months before installation, but no later than January.

    4. Meet with the transition team, which should include the current President, immediate Past President, and officers.

    5. Prepare a calendar for your administration and update as required.

    6. The committee structure is most imperative to success. An early start is a must. Invitations to committee service should be made no later than January, outlining the benefits and usefulness of committee work. Selection of Chapter committee chairpersons should be made no later than April 16.

    7. The CPE liaison/coordinator has the important responsibility of working with FAE to ensure that all Chapter technical sessions qualify for CPE credit, etc. (Refer to the CPE Course Standards and Procedures Manual for responsibilities related to the development of CPE offerings.)

    8. The Installation Meeting should be used to briefly outline plans for your administration and motivate the members.

    9. The Organization Meeting is the catalyst for a successful term. In late May or early June, invite all officers, Board members, committee chairpersons, and Society Chapter liaisons to help organize your administration.

    10. The Society officers and staff are responsive to your needs and concerns. Consult with them.

    11. This Chapter Operations Manual lists the duties and responsibilities of officers.

    Vice President

    Section 5.6 of the Chapter bylaws provides that a Vice President shall perform all executive and other duties ordinarily pertaining to the office of Vice President or delegated to him or her by the Board or the President. Section 5.5 provides that a Vice President shall act in the President’s stead when the President or President-elect is unable or unwilling to act.

    Under Section 4.1 of the Chapter bylaws, a Vice President is a member of the Chapter Executive Board and, through that membership, is in a position to be informed of the affairs of the Chapter. She should be sufficiently informed about the President’s responsibilities and activities to be in a position to serve in the President’s stead, should the need arise. Additionally, since all Chapters must appoint a CPE liaison/coordinator, these responsibilities often are assigned to this position.

    Treasurer

    Section 5.10 of the bylaws sets forth the duties of the Chapter Treasurer. In addition, the Chapter Treasurer is automatically a member of the Chapter’s Budget Committee, as provided by Section 8.4 (F) of the bylaws. The scope of the Chapter Treasurer’s duties is essentially as follows:

    A. Housekeeping Issues

    1) The Chapter Treasurer-elect should arrange a meeting with the Chapter Treasurer to review the accounting records and procedures relating to the position. All Chapter transactions are recorded by the Chapter Treasurer, using QuickBooks on the Web. The Society’s Accounting Department will provide the Chapter Treasurer with access to the Chapter’s books during the first week of June.

    2) Bank signature cards will be sent to the Chapter Treasurer-elect upon his or her election, in accordance with the Chapter bylaws. He or she should complete the new cards and have the Chapter President and Chapter President-elect sign them as well. Please submit signed cards to the Accounting Department by April 30 or when the Treasurer-elect is elected, whichever is earlier.

    3) NYSSCPA accounting staff will provide the monthly bank statement to the Treasurer.

    B. General Duties and Responsibilities

    1) Approval of vouchers for payment: As provided in Section 5.10 of the bylaws, either the Chapter President or Chapter President-elect must approve all vouchers in support of payments of ordinary and current operating expenses. This approval should be written and a copy of this approval should be submitted to the Accounting Department as part of the monthly bank reconciliation. The approval can take several forms, including a written e-mail for a specific purchase, or, if the expense is part of an approved event budget, a copy of that budget.

    2) Section 9.2 provides that the Chapter Executive Board may, in an emergency, authorize expenditure, not exceeding $2,500 in amount, for purposes not provided in the budget. Such action, however, shall immediately thereafter be submitted to the Society Board of Directors for ratification.

    3) Authorized signers of checks: Section 5.10 of the bylaws provides that all payments shall be made by check signed by the Chapter Treasurer, by the Chapter President, Chapter President-elect, or the Society’s Executive Director.

    C. Annual Budget for Fiscal Year Ending May 31

    1) Article XV, paragraph 1, of the Society’s bylaws requires an annual budget. Article VII, paragraph 8.4 (F) and 9.2, of the Chapter bylaws set forth the requirements for the preparation and presentation of annual Chapter budgets.

    2) The Chapter Treasurer should work with the members of the Chapter Budget Committee for the purpose of preparing a proposed budget covering the Chapter’s expenditures for the following fiscal year. It may be advisable to have the immediate Past Chapter Treasurer in attendance. The Chapter President and President-elect should attend this meeting in order to obtain their input on the proposed program for the new fiscal year.

    3) The Chapter Treasurer should prepare the annual budget on a monthly basis following the guidelines in the Summary of Chapter Financial Policy. The budget submission should include a budget narrative to provide the rationale for income and expenditures, and should submit it to the Chapter Executive Board for acceptance. Once accepted, the budget and the narrative should be submitted on the approved form, via e-mail, during the first week of December, to the Senior Accountant at the Society. The budget will then be presented to the Society Finance Committee for review and submission to the Society Board of Directors for final approval.

    D. Accounting and Financial Matters

    Funding will be provided on an as-needed basis. If there is a need, a request should be made to the Controller providing the reason for the request along with any other relevant information. The request will be reviewed and a response will be provided within five business days.

    1) Chapter Treasurers must input monthly financial data into QuickBooks on the Web by the 10th day of the following month. All documentation should be submitted; this includes each month’s check copies and backup, receipt copies and backup, and the bank reconciliation and journal entries.

    2) The Society Accounting Department will record all Chapter transactions on the books and records of the Society, using the data entered by the Chapter Treasurer into QuickBooks on the Web.

    3) Chapter annual financial statements must be on an accrual basis.

    4) Chapter credit card usage and event funds transfer policy: The use of credit cards is increasingly viewed as an important convenience for persons registering for NYSSCPA Chapter programs. In recognition of this fact, the NYSSCPA will endeavor to provide for the use of credit cards in a manner that ensures both security and protection for registrants, while providing a reasonable timeline for the transfer of funds to Chapters as needed.

    a. Persons wishing to register, or sponsor, a Chapter event with a credit card payment must do so via online payment or by fax or phone to NYSSCPA/FAE Member Services or other specially designated NYSSCPA/FAE staff.

    b. Chapter volunteers must notify the NYSSCPA/FAE that it wishes to accept credit card transactions or sponsorships in advance of an event, so that appropriate administrative procedures can be taken to ensure proper and secure transactions. Chapter volunteers cannot create or use a registration form for credit card transactions. The NYSSCPA/FAE will not accept credit card transactions for events or sponsorships submitted without such advance notice and preparation.

    c. The NYSSCPA/FAE will, upon request, create a registration or sponsorship form for events. Chapter volunteers may circulate this document to interested parties. These parties must then submit forms to the NYSSCPA/FAE for processing. For the protection of Chapter volunteers, such persons cannot collect any credit card registration or sponsorships before, during, or after an event.

    d. NYSSCPA/FAE staff will initiate the transfer of funds to Chapter bank accounts in accordance with approved policies using the following schedule. Such transfer requests must include the program name, relevant coding, event date, and the total amount of funds that were collected.

      i. For Chapter-administered half- or full-day Chapter CPE events, funds collected by the NYSSCPA/FAE in excess of administrative fees will be transferred to the Chapter account within 14 business days of the event’s completion.

      ii. For NYSSCPA/FAE-administered half- or full-day chapter CPE events, funds collected by the NYSSCPA/FAE in excess of administrative fees will be transferred to the Chapter within 60 days after the course date or when all outstanding invoices are received and paid from the event’s proceeds, whichever is sooner.

      iii. For all other Chapter CPE events, funds collected by the NYSSCPA/FAE will be transferred to the Chapter account within 14 business days of the event’s completion.

      iv. For Chapter social or non-CPE events, funds will be transferred to the Chapter within 14 business days of the event’s completion.

      v. For funds collected for sponsorships, funds will be transferred within 14 business days of the event’s completion.

    e. The Chapter Treasurer will be notified via e-mail when fund transfers have been made. The NYSSCPA/FAE will provide, upon request, a reconciliation of accounts for all fund transfers.

    f. Chargebacks will be deducted from Chapter bank accounts. The Chapter Treasurer will be notified of any such deductions.

    The Chapter Treasurer will also be responsible for maintaining—

    a. Detailed records of special events conducted by the Chapters, including literature used in the solicitation for donors and items to be raffled/auctioned by the Chapters;

    b. Information necessary to compile 1099s, W-2Gs, and filings with the New York State Racing and Gaming Board;

    c. Lists of all scholarships awarded, with the names of recipients, the amount of scholarships, and documentation used by the Chapter to select the recipient;

    d. Other documentation, as required. The Chapter Treasurer should contact the accounting staff for help in determining what information is needed to be maintained throughout the year.

     

    Secretary

    Section 5.8 of the bylaws sets forth the duties of the Secretary. Section 7.2 refers to duties with respect to Nominating Committee reports, and Section 8.2 states that the Secretary shall be an ex officio member of each Chapter committee.

    The Secretary’s duties include the mailing of meeting notices and the taking of the minutes of the Chapter’s Executive Board meetings. Copies should be sent to the Member Relations Department at the State Society. The following information should be included in the minutes:
    Minutes of: (General Members Meeting, Chapter Executive Board, Committee on, etc.)

    Place of Meeting:

    Date and Time:

    Presiding Officer:

    Attendance: (number of members and guests; if a general meeting, names of guests, if just a few; names of members, if an Executive Board or committee meeting)

    Speaker and Topic:

    Purpose of Meeting and Notes as to What Transpired:

    The original minutes for the Chapter file should be manually signed by the Secretary. Copies of the minutes of General Meetings should also be sent to the Member Relations Department at the Society.

    The Secretary is responsible for submitting the names and addresses of the Executive Board to the Society office by April 25, so that the Chapter letterhead can be updated for the new fiscal year.

    All minutes will be posted on the Society website.

    Use of Mailing Lists

    On request, the Society Member Relations Department will provide the Membership Chair and the President with a complete list of Chapter members. The NYSSCPA encourages the Chapter officers to use electronically provided membership lists to assist in the recruitment and retention of members, for program development, and to generally become more knowledgeable about Chapter membership demographics.

    This list may be provided to a mailing house or printer when sending flyers, brochures, and/or newsletters to the Chapter membership. Please be advised, however, that all mail houses and/or printers must sign a Confidentiality Agreement and file it with the NYSSCPA before handling the electronic membership list. A sample copy of the confidentiality agreement has been included in the appendix for your convenience.

    A Chapter is not authorized to sell or give its mailing list or mailing labels to any other organization. If you are contacted regarding the Chapter’s mailing list, you should refer the person to the Chapter liaison, who will handle the matter based on the Society’s Board of Directors policy.