Society Gears to Vote on Bylaw Changes

By Sharon Sabba Fierstein

NEW YORK—Members of the New York State Society of CPAs will begin this month to vote on the first changes to the NYSSCPA’s bylaws in four years. The vote comes after the Society’s Board of Directors approved the changes during its April meeting.

A special meeting of the members is scheduled for Monday, July 21, at 10:00 a.m. at the Society’s offices to conduct the member vote on the bylaws. A copy of the member ballot was mailed with this issue of The Trusted Professional. To be valid, a ballot must be received by noon, Friday, July 11. Also included in this issue is an extensive explanation of the bylaw proposals, beginning on page 22.

A Bylaws Revision Task Force appointed by former NYSSCPA President Jo Ann Golden in 2002 set out to investigate the nominating process and to recommend changes, but soon received permission to expand its scope to cover the entire bylaws.

The current proposed bylaw changes clarify certain membership categories, establish new ground rules on ethics, and revise the rules for calling a membership vote. The nomination process (from the timing of petitions to the number of terms that can be served on the Nominating Committee) was reworked in its entirety. The roles for several officers also were redefined to reflect the changing obligations of board members.

Perhaps the most extensive departure from present governance approaches is the introduction of board-approved rules to govern how the board would oversee the Society’s business and how the Nominating Committee would conduct the nominating process. These changes are intended to respond to the changing needs of the Society without losing consistency from year to year. The “board standing rules” and “nominating protocols,” neither of which have yet been finalized, would not become effective until published to the membership.

Other proposed bylaw revisions include:

• Opening the student membership category to all students interested in accounting (currently, student members must be accounting majors).
• Increasing the number of members needed to call a special meeting of members from 100 members to 2 percent of the voting membership, approximately 600 members.
•  Reducing the number of vice presidents from four to three.
•  Limiting all officers except the secretary, the treasurer and the executive director to a single one-year term (the secretary and treasurer will continue to serve for two consecutive one-year terms).
• Assigning the treasurer to chair the Finance Committee.
• Assigning the secretary to chair the Committee on Committee Operations (COCO).
• Imposing the same requirements to serve on the board as presently apply for service on the Nominating Committee, i.e., every director would need to be a CPA member with at least five years continuous membership in the Society and at least two years of participation on either a Society-level committee, as a member of the board of a chapter, or some combination of both. The only requirement to serve on the board currently is CPA membership.
• Clarifying the role of the board to “have general charge, management and control of the affairs, funds and property of the Society.”
• Changing the makeup of the Executive Committee by requiring that all officers (including vice presidents) be included on the committee and limiting the size of the Executive Committee to 13 voting members plus the executive director, who serves in a nonvoting capacity.
• Updating the descriptions of the president and treasurer.
• Adding a description of the executive director, specifying that he or she is to be the chief executive officer and specifying a number of functions to be carried out under the direction of the board.
• Conforming the authority in the bylaws of committees and members to current practice regarding the issuance of state ments in the name of the Society.
• Making a number of style changes to the text.

For a complete explanation of the bylaw changes, see pages 22–35 of this issue of The Trusted Professional. In the event members have any questions, they should contact the Society’s counsel, James A. Woehlke, at 212-719-8347, 800-NYSSCPA, or jwoehlke@nysscpa.org.