Society Approves Bylaw Amendments
Changes Receive Overwhelming Support

By Simon Eskow

New York— Members approved amendments to the New York State Society of CPAs’ bylaws, redefining the responsibilities of the vice presidents, enlarging the Nominating Committee and revising the requirement for members to call for a special meeting, among other changes.

Members voted by ballot to accept or reject each of 53 items, ranging from substantial revisions to changes in grammar and style. According to a tally taken at a special meeting on July 21, members voted 1,689 to 85 to approve the entire set of revisions.

Approval of the amendments marks the most extensive change to the Society’s bylaws since 1999. The ballot was the result of a nearly year-long effort beginning with a special task force established to investigate the Society’s nominating process and to recommend alterations where it saw fit. But the scope of the task force soon expanded. Most revisions go into effect immediately. Revisions to the nominating process, the composition of the executive committee and new roles for officers go into effect in 2004–2005.

Under the approved amendments, each year the board of directors will set standing rules for itself and protocols to be followed by the Nominating Committee, which is intended to allow leadership flexibility in its tasks without losing consistency from year to year as new leaders step to the plate.

The Nominating Committee, meanwhile, will expand from seven to 11 members, with the Society president appointing the committee chair. The Executive Committee will now have a maximum of 13 members, including the vice presidents, who haven’t sat on the committee before.

On the board of directors, the secretary will now serve as chair of the Committee on Committee Operations (COCO), the number of vice presidents is reduced from four to three and the board members must have the same qualifications as required of members of the Nominating Committee. (A board member must be a CPA with a minimum of five years’ continuous Society membership, and must have two years participation in a Society level committee, a chapter executive board, or a combination of both.)

Other bylaw revisions include:

• Opening the student membership category to all students interested in accounting and not limiting it to just accounting majors. This was the least popular item in the bylaw revision ballot, even though 92 percent of the members voted in favor of it.
• Increasing the number of members needed to call a special meeting of members from 100 members to two percent of the voting membership, which is approximately 600 members.
• Limiting all officers except the secretary, the treasurer and the executive director to a single one-year term (the secretary and the treasurer will continue to serve for two consecutive one-year terms).
• Assigning the treasurer to chair the Finance Committee.
• Clarifying the role of the board to “have general charge, management, and control of the affairs, funds, and property of the Society.”
• Updating the job descriptions of the president and treasurer.
• Adding a job 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 statements in the name of the Society.