This year, the Governance Committee is proposing certain amendments to the Bylaws for consideration. The primary purpose of the proposed amendments is to set term limits on continuous Board service, followed by a cooling off period. In addition, other amendments are being proposed for the sole purpose of providing clarity of existing Bylaws and consistency of certain terms. 

Please note that these amendments have not been approved by the Board of Directors and are therefore subject to change. We are currently collecting comments from the Board, and are now providing our members with an opportunity to comment. 

Comments should be addressed to Timothy Twofoot Boulette, General Counsel, at ttwofootboulette@nysscpa.org, and should be sent no later than Feb. 28, 2023. 

The draft amendment language is included in its entirety below. What follows is a brief explanation of each proposed change: 

Article II, Section 3: This change eliminates the need for sponsors for Associate Members, thus removing a barrier to membership in the Society. It also streamlines the member application process.

Article VII, Section 1:  These changes: revise and clarify the maximum amount of time a person may serve on the Board without hiatus; better define the CEO’s role on the Board; and reorganizes and otherwise makes other minor clarifications to this section. Under the draft revision, there is a maximum cap of 10 consecutive years on the Board. This allows for two consecutive four-year terms, plus an additional two years to allow someone serving as President-elect in their eighth year to continue for two more years as President and immediate past President. (Thus, the practical limit will actually be eight years for most people.)  Once a person has termed out, he or she must take at least two years off before rejoining the board.

Article X, Section 10:  This section echoes changes made in the above paragraph regarding the CEO’s role on the Board. It makes clear that, in the ordinary course, the CEO shall be entitled to attend executive sessions of the Board except when there is a personnel issue involving the CEO.  

Article XIII, Section 15: These changes clarify when the notice concerning a disciplinary measure shall be published, in order to ensure adequate prior notice to the member subject to discipline.

The actual text of the changed provisions follows:

ARTICLE II — MEMBERSHIP

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3. Associate members—

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(b) [Intentionally omitted.] All associate members must be sponsored by at least one CPA member, except that student members need not be sponsored so long as they remain students at a two-year, four-year, or graduate college or university. All associate members must be sponsored by at least one CPA member, except that student members need not be sponsored so long as they remain students at a two-year, four-year, or graduate college or university.
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(g) Change in status—An associate member shall become a CPA member when he/she notifies the Society, or when the Society otherwise determines, that he/she meets all requirements for admission as a CPA member as indicated in Section 4 below, if applicable.  Upon conversion to another membership status following the completion of their period as a student member, all such student members shall be required to obtain a sponsor in accordance with Section 3(b) of this Article.

ARTICLE VII — BOARD OF DIRECTORS

1. Composition, Eligibility and Tenure—

a. The Society shall be governed by a Board of Directors ("Board"). The Board shall consist of a number of Directors up to but not exceeding 40, comprised as follows: (a) the officers as provided in Article IX; (b) the immediate past President; (c) a number of “at-large” directors up to but not exceeding the number of chapters; and (d) one chapter representative for each chapter having at least twenty-five members as set forth in Article VI, paragraph 3.  The immediate Past President shall serve for the fiscal year following service as President. In addition, the Chief Executive Officer of the Society shall be a member ex officio of the Board of Directors and Executive Committee; provided, however, that the Chief Executive Officer shall have no vote and shall not participate in any discussion of personnel matters concerning the Chief Executive Officer. For clarity, the Board may act with fewer than 40 Directors. Except as otherwise expressly provided herein, all of the Directors, other than the officers, the immediate past President and the Chief Executive Officer of the Society, shall be elected in the manner set forth in Article XI hereof and are referred to herein as "elected Directors."

b. Every Director must (i) be a CPA member; (ii) have at least three years’ continuous membership in the Society; and (iii) have at least two years of participation on a Society-level committee, as a member of the board of a chapter, or some combination of both.

c. An elected Director shall serve for the four fiscal years following the annual meeting at which the election took place or the annual meeting at which the Director whose vacancy is being filled took place, or until the election of the Director's successor, whichever is later. The terms of office of the Directors shall be staggered in such manner that approximately one-fourth (1/4) of the total number of Directors shall be elected annually. 

d. No person shall serve more than ten consecutive years on the Board, including any officer positions, unless such Director is serving as President-elect or President during such tenth year,  in which case the following rules apply: 

i. President-elect. If the CPA Member is serving as President-elect during his or her tenth consecutive year on the Board, then his or her term shall be extended for up to two additional years coextensive with his or her term as President, and Immediate Past President.  

ii. President. If the CPA Member is serving as president during his or her tenth consecutive year on the Board, then his or her term shall be extended for up to one additional year coextensive with his or her term as President and Immediate Past President.  

A Director having served for ten consecutive years (including any officer positions), as may be extended as provided herein, shall be eligible for further election or appointment as a Director after an absence from the Board of at least two years.

ARTICLE IX — OFFICERS

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10. Chief Executive Officer—The Board shall employ a Chief Executive Officer, who shall manage the general affairs of the Society under the Board’s supervision and direction. The term of the Chief Executive Officer shall be set by the Board. It shall be his or her duty to (a) carry out programs and policies of the Board of Directors; (b) represent the Society, where appropriate to do so, in matters of public and government relations; (c) report to the Board as to the activities of the Society; (d) authorize expenditures in accordance with the budget approved by the Board; (e) hire, terminate, and set compensation for the staff, subject to Board-approved budgetary and salary parameters and benefit policies; and (f) carry out such other responsibilities as the Board assigns. The Chief Executive Officer of the Society  shall be a member ex officio of the Board of Directors and Executive Committee; provided, however, that the Chief Executive Officer shall have no vote and shall not participate in any discussion of personnel matters concerning the Chief Executive Officer. 

ARTICLE XIII — PROFESSIONAL CONDUCT AND DISCIPLINARY PROCEEDINGS

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15. Publication and Notification—

(a) The names of members who are disciplined after a trial board hearing or by settlement agreement recognized by the Joint Trial Board or Society trial board under paragraph 17 of this Article and of those who are automatically disciplined by the Society pursuant to paragraphs 2, 3, or 5 of this Article shall be published together with a factual summary of the case in

(1) an appropriate publication of the Society that is mailed or provided digitally to all members, and

(2) the Society’s website in accordance with a retention timeline established by the Board of Directors.

Publication described above shall occur 30 days after notice of suspension, expulsion, or admonishment has been mailed, by registered or certified mail. by the Society or the AICPA, to the member’s last known address according to the official records of the Society or the AICPA, which are the records of the respective entity’s membership department.

(b) Complainants shall be informed by the AICPA that its investigation has been conducted and concluded.

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