Attention FAE Customers:
Please be aware that NASBA credits are awarded based on whether the events are webcast or in-person, as well as on the number of CPE credits.
Please check the event registration page to see if NASBA credits are being awarded for the programs you select.

Want to save this page for later?


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


The Society’s bylaws (Article V) empowers 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. To date, the Society Board has established 17 chapters and dissolved one, so that currently there are 16 chapters.

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 comprised of the following:

• Four or five chapter officers, depending on whether the secretary and treasurer positions are combined, [Chapter officer positions include a President, President-Elect, Vice President, Secretary, and Treasurer (or if the chapter prefers, a combined Secretary/Treasurer).]
• The immediate past President, and
• 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 – most are with the Bank of America, the Society’s bank – 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 Members 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, and
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.

Being Informed; Reliance on Trustworthy Sources. In the ordinary course of business, a Board member may rely on information received from sources that the director reasonably regards as trustworthy. Generally speaking, Chapter Executive Board members may rely on information from the staff, but if a Chapter Executive Board member thinks such information is in any way inadequate, he or she should request additional information.

Chapter Executive Board Members’ Personal Responsibility. Unlike the Society’s Board, which does not manage the NYSSCPA’s affairs on a day-to-day basis and must delegate the day-to-day management responsibilities to the staff, 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 Society Treasurer does not have access to the Society’s checks though he or she does sign a number of checks. The chapter treasurer, on the other hand, has possession of the chapter checkbook and must safeguard the checkbook.

Duty of Loyalty

The duty of loyalty requires that Board members give undivided allegiance to the organization. In other words, they must exercise their powers in the interest of the NYSSCPA and not in the chapter’s interest alone, or their own interest or the interest of another entity or person. This duty primarily relates to

• Conflicts of Interest,
• Corporate Opportunity, and
• Confidentiality

The most common breach of duty of loyalty occurs when nonprofit board members use an organization’s property, including intangible property such as the organization’s good name or confidential information, for purposes not related to the organization.

Conflicts of Interest. A major responsibility of Chapter Executive Board members is the obligation to avoid conflicts of interest. On October 2, 2003, the NYSSCPA Board of Directors adopted the NYSSCPA/FAE Conflict of Interest Policy, which is available on the web at Under that policy, most of the members of a Chapter Executive Board are members of a “Group I” assembly and each Chapter Executive Board member is expected annually to complete the “Group I Disclosure Statement” and to notify the Society President if a conflict arises between disclosure statement filings. An exception to this general rule is the officers who are given authority to sign checks. These check-signing officers are required annually to complete the “Group II Disclosure Statement”.

Chapter Executive Board members must provide undivided allegiance to the Society and its mission.
The existence of occasional conflicts of interest is not a problem, but they need to be properly handled.

• Chapter Executive Board members should be sensitive to all the various interests they have in any decision to be made by the Chapter Executive Board.
• When a Chapter Executive Board member has an interest in a transaction, he or she should disclose it in advance of any Chapter Executive Board action. The Chapter President should consult either with the Society President, the Executive Director, or the General Counsel about how to handle the conflict or potential conflict of interest.
• If the Society deems the matter to be of sufficient concern, the Society will ask the Chapter President to have the Chapter Executive Board Member either completely recuse him- or herself, abstain from discussion of the matter, or refrain from participating in any vote related to the matter. The Society may also suggest that the chapter use an RFP process regarding the transaction.
• If the Chapter Executive Board member disagrees with the Society’s decision as to the proper handling of the conflict, the matter may be appealed to the Society’s Executive Committee or Board, the decision of which is final.

On rare occasion, a conflict of interest will be of such a nature that the Chapter Executive Board member cannot disclose details. In those instances, the Chapter Executive Board member should simply disclose that a conflict exists and then leave the meeting. If even this lower level of disclosure is impossible under the circumstances, the Chapter Executive Board member may need to resign from the Chapter Executive Board.

Corporate Opportunities. Your fiduciary duty also subjects you to the “corporate opportunities” doctrine. This precludes a Chapter Executive Board member who learns of a business opportunity through the director’s service to the nonprofit organization from pursuing the opportunity outside the organization.

Confidential Information. Another important responsibility of Chapter Executive Board members relates to confidential information. A Chapter Executive Board member must maintain in confidence whatever information the Society desires to keep confidential and that it treats as confidential. A Chapter Executive Board member should not disclose information about the NYSSCPA’s legitimate activities unless the information is already known to the public or is part of the public record. Similarly, from time-to-time Chapter Executive Board members receive information that is protectable under the attorney-client privilege. The protections available to preserve these confidential communications are lost if disclosed outside a proper venue.

Member Lists. One type of confidential Society information that Chapter Executive Board members occasionally come to possess is Society membership lists. The Society considers this information to be confidential. As a result, Chapter Executive Board members may not use or allow others to use these member lists for non-Society business.

Duty of Obedience

Nonprofit boards have a duty to ensure that their organization remains obedient to its stated purposes and does not act without authority granted in its governing documents or law. The Society’s stated purpose includes the following activities, which it may, but is not required to, pursue:

1. to cultivate, promote and disseminate knowledge and information concerning accountancy and subjects related thereto;
2. to establish and maintain high standards of integrity, honor and character among certified public accountants;
3. to furnish information regarding accountancy and the practice and methods thereof to its members, and to other persons interested therein, and to the general public; to protect the interests of its members and of the general public with respect to the practice of accountancy;
4. to promote reforms in the law;
5. to provide lectures and to cause the publication of articles, relating to accountancy and the practice and methods thereof;
6. to correspond and hold relations with other organizations of accountants, both within and without the United States of America;
7. to establish and maintain a library, and reading rooms, meeting rooms and social rooms for the use of its members;
8. to promote social intercourse among its own members and between its own members and the members of other organizations of accountants and other persons interested in accountancy or related subjects; and
9. to do any and all things which shall be lawful and appropriate in furtherance of any of the purposes hereinbefore expressed.

Other salient points in the Society’s Certificate of Incorporation as amended include that the Society’s operations are to be principally conducted in New York State and the Society’s offices are to be located in the Borough of Manhattan.

Chapter Executive Boards, since their authority derives from the Society Board’s delegation, must also remain true to the Society’s purpose, or they act outside their authority and violate this duty of obedience.

Illegal Activities. Nonprofit board members cannot ignore potentially illegal activities. If a Chapter Executive Board member believes some activity of his or her chapter or of the NYSSCPA generally may not be legal, he or she should bring the matter to the attention of the Society President and the Executive Director with a demand for an investigation. If ignored, the matter should be brought to the full Board. If not satisfied with the handling of the matter, the Chapter Executive Board member should consult his or her attorney to determine if disclosure outside the organization is required or if resignation is in order.

Liability of Chapter Executive Board Members

Nonprofit board members, even though they serve voluntarily and without pay, may be exposed to personal liability for acts they perform on behalf of the nonprofit. In general, as long as a Chapter Executive Board member exercises ordinary diligence and care, no personal liability will arise, even when actions and decisions are made in poor judgment, or cause damage or injury. Reasonableness and good faith are key aspects of ordinary diligence and care. Generally speaking, board members are not liable for actions taken by predecessors, but can be found liable for the consequences of those actions if continued into their terms and they do not disassociate themselves from the actions.

The Business Judgment Rule. Even where a corporate action has proven to be unwise or unsuccessful, a director will not be liable if he or she acted in good faith, in a manner reasonably believed to be in the organization’s best interest, and with independent and informed judgment.

In general, directors may be held liable if they

• Perform or approve organization activities that are beyond the corporate power and authority of the organization (ultra vires activities).
• Intentionally cause injury or damage to others.
• Are fraudulent, act in bad faith or are grossly negligent.
• Commit or facilitate acts while representing the organization that violate anti-trust or other laws.

Directors’ and Officers’ Liability Insurance. One can never be immune from lawsuit; and nonprofit directors are exposed to suit from members and employees of their organization and government officials charged with regulation of nonprofit organizations. But directors can insulate themselves from liability by exercising ordinary diligence and care, and by purchasing directors’ and officers’ (D&O) insurance coverage. The Society has purchased $10 million of D&O coverage: a $5 million primary layer with Chubb and a $5 million excess layer with Illinois National Insurance Company (AIG). This D&O coverage includes the Society’s employment practices liability insurance (EPLI) coverage (unlike for-profit organizations where EPLI is generally carved out of the D&O coverage).


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. She should begin the organization of her administration about six months before the end of her term as president-elect. This includes:

(a) preliminary meetings with his/her Chapter board members and officers-elect, to plan meetings, including scheduling visits of Society officers, and familiarize herself 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. However, the president may wish to consult with his/her Chapter board before making appointments. A president-elect may also wish to write to all members of the Chapter, noting the benefits and usefulness of committee work and asking each member to reply to a questionnaire indicating the committees she would like to serve on. A sample of such letter and questionnaire is included at the end of this section.

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 30th each year. The president is expected to attend the Leadership Conference.

Members’ interest in Chapter activities and attendance at meetings generally depends on interesting and productive meetings.

One of the most important appointments a Chapter president makes is the chairperson of the committee. This is because this appointment is sometimes given to a vice president. One of the first concerns of a president-elect is early planning with her Meetings Committee chairperson, 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.

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 her 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/she served, but not later than May 31st of the next, the president is required under Section 5.4 of the Chapter bylaws to file a report of Chapter activities during her year in office with the Board of Directors of the Society.

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.


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/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.

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 the FAE Chapter CPE Coordinator to ensure that all Chapter technical sessions qualify for CPE credit, etc. (Refer to CPE Course Standards and Procedures Manual for responsibilities related to the development of CPE offerings.)

8. The Chapter newsletter, membership, and public relations are all important parts of the Chapter’s activities. The need for dedicated individuals to coordinate these activities is imperative. The Society staff will work with the Chapters on these assignments.

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

10. 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.

11. Remember that the Society officers and staff are responsive to your needs and concerns. Consult with them.

12. 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 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.


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. General 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 Senior Accountant will provide the Chapter Treasurer 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 their election in accordance with the chapter bylaws. . He\She should complete the new card and have, the Chapter President and Chapter President-Elect sign them as well. Please submit signed cards to the Senior Accountant by April 30 or when the treasurer elect is elected, whichever is earlier.

3) During the month of May, the Chapter Treasurer-elect will receive access to the Chapter Bank of America online account from the Deputy Controller. Bank statements for the current month should be downloaded from Bank of America by the third day of the month following.

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 Deputy Controller 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 $2500 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 of 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 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 a semi-annual basis in accordance with the budgets approved by the Society Board of Directors. Payments will be made in June and January, contingent on the timely and current QuickBooks input of monthly financial data, as well as bank reconciliations and transaction backup being submitted to the Senior Accountant.

1) The Society will transmit the Chapter budget allocations to the Chapter Bank of America checking account after all data for a previous quarter has been received.

2) 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 which includes each month's check copies and backup, receipt copies and backup, and the bank reconciliation and journal entries.

3) The Society Finance 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.

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

5) 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, NYSSCPA will endeavor to provide for the use of credit cards in a manner which 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 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. NYSSCPA/FAE will not accept credit card transactions for events or sponsorships submitted without such advance notice and preparation.

c. 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 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 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 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 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 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. 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.

6) deductions.

7) Record Keeping

The Chapter Treasurer will 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. List of all scholarships awarded with the names of recipients, amount of scholarship and documentation used by the Chapter to select the recipient.

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