Eligibility and Classes of Membership. The Members of the New Hampshire Society of Certified Public Accountants (the “Society”) shall be persons who qualify for election as provided in this Article I. The members shall include:

• any person holding a license to practice as a certified public accountant in the State of New Hampshire (each a “Fellow Member”) and
• any person holding a license to practice as a certified public accountant (“CPA”) or equivalent under the authority of any other state, territory or country (each a “Non-Voting Member”), and
• any person meeting the requirements of other classes of membership (each a “Non-Voting Member”), as established under Policies and Procedures adopted by the Board of Directors.

Voting. Only Fellow Members shall have the right to vote on matters requiring a vote of the Members.

• The application of any person desiring to become a Member of the Society shall be made upon the prescribed form and contain the prescribed content designated by the Board of Directors.
• The completed application shall be accompanied by a remittance covering the membership admission fee as prescribed by the Board of Directors.
• The Board of Directors through its Executive Committee, pursuant to Article VIII, Section 1.b.vi shall have the authority to require of the applicant any additional information considered necessary to review the application. The Executive Committee may delegate the review and processing of applications to the Chief Executive Officer (CEO), as defined in Article VI. The CEO will refer applications back to the Executive Committee for review and approval.
• As provided in Article VIII, Section 1.b.vi. of these Bylaws, the election of applicants for admission shall be performed by the Executive Committee. A favorable unanimous vote of the Members of the Executive Committee shall constitute election of the applicant.

An accounting of all new Members will be provided to the membership. Any Fellow Member, upon receipt of notice of election of said applicant, may submit any objections in writing to the Board of Directors prior to the next regularly scheduled meeting of the Board. After due investigation of the objections, the Board of Directors shall have the discretionary power to ratify or revoke the election.

ADMISSION FEES: The admission fee for membership shall be determined by the Board of Directors. The admission fee must accompany the application when it is filed. In the event of rejection, the fee shall be returned to the applicant.

INITIAL AND FINAL DUES: Members shall be subject to dues assessments in the initial and final year of membership, computed based on Policies & Procedures adopted by the Board of Directors.

ANNUAL DUES: Annual dues, fees and special assessments shall be determined by the Board of Directors. The Board of Directors may establish dues in different amounts for different groups of members. Dues shall be payable in advance on demand of the Treasurer.

CHARGES FOR LATE PAYMENT: At its discretion, the Board of Directors may assess charges for late payment of fees and assessments, and may make special exceptions to this provision when it determines that good cause, such as hardship, so warrants.

It shall be the duty of all members to abide by the Constitution and Bylaws of the Society, as amended from time to time, and the Code of Professional Conduct, (as defined in Article XIV of these Bylaws).

The Members approved in Article I, Sections 1.a. and 1.b. of these Bylaws must fulfill the continuing education and other statutory requirements established under the state law in which the Member obtained a license to practice as a CPA.

The Members approved pursuant to Article I, Section 1.c. of these Bylaws must fulfill the requirements established for the Member’s respective membership class as provided under Policies & Procedures, as amended and approved by the Board of Directors.

The Members shall certify compliance with this Article III on the remittance copy of the annual dues notice.

RESIGNATION: A Member may resign, by written resignation submitted to the Executive Committee. The resignation shall be effective upon the date of acceptance by the Executive Committee. No action shall be taken by the Executive Committee on the resignation of a member with respect to whom an investigation or inquiry has been initiated by the Professional Ethics Committee of the Society, by the Professional Ethics Division of the American Institute of Certified Public Accountants (AICPA), or by the Trial Board of the AICPA, unless the Professional Ethics Committee, the Division, or the Trial Board, as the case may be, recommends that such resignation be accepted.

• Any Member who fails to pay the annual dues within thirty (30) days after the beginning of the fiscal year or after admission to membership shall be notified by the CEO that such member is in arrears. Unless the arrearage is discharged within sixty (60) days after the beginning of the fiscal year or after admission to membership, the Member shall then be reported as delinquent to the Board of Directors and shall be deprived of all voting rights until such time as the arrearage is satisfied.
• Any Member failing to make payment within ninety (90) days after the beginning of the fiscal year or after admission to membership shall be automatically terminated as a member of the Society.
• No Member of the Society shall be terminated while an investigation by the Professional Ethics Committee of the Society or by the Ethics Committee or equivalent of the AICPA is being conducted.
• The Board of Directors shall have the authority to make special exceptions to the provisions of this Section 2, if it determines that good cause, such as hardship, so warrants.

COMPLIANCE WITH ARTICLE XIV: Any Member may be suspended or terminated in accordance with the applicable provisions of Article XIV of these Bylaws.

Any Member may be suspended or terminated by vote of the Board of Directors for failure to comply with the provisions of Article III of these Bylaws.

• Any Member who resigns while in good standing may, upon written application to the Executive Committee and accompanied by a remittance of the admission fee, be approved for readmission to membership by the Executive Committee.
• Any Member who shall have forfeited membership for nonpayment of dues or other amounts due to the Society may be reinstated by unanimous vote of the Executive Committee present and voting provided that the person applying shall remit with the application for reinstatement the amount of dues or other obligations which would have been payable at the time of the forfeiture of membership plus the admissions fee.
• A Member whose membership has not been continued for failure to comply with Article III of these Bylaws may apply to the Board of Directors for reinstatement, provided that both past and current requirements established in Article III of these Bylaws have been met.

The provisions of Sections 1 through 4 of this Article IV will not apply if an investigation or inquiry of a member has been initiated by the Professional Ethics Committee of the Society, by the Professional Ethics Division of the AICPA, or the Trial Board of the AICPA, unless the Committee, the Division, or the Trial Board, as the case may be, recommends that such provisions apply.

There shall be a Board of Directors consisting of the officers of the Society, the immediate past president and other Fellow Members, elected by a majority of the Fellow Members present and voting at the annual membership business meeting. Each Member of the Board of Directors, except the officers and immediate past president, shall be elected for a term of three (3) years or for the remainder of an unexpired term that has not been filled pursuant to Section 2 of this Article. The terms shall be staggered so that no more than one-third (1/3rd) of each term shall expire in any one (1) year. In no event shall the number of members comprising the Board of Directors be less than twelve (12) Fellow Members. A Board of Directors member shall serve no more than two consecutive terms.

Any Director may be removed from the Board of Directors for cause upon the recommendation of the President and concurrence by a majority of the remaining members of the Board. The President may nominate a Fellow Member to fill any vacancy on the Board of Directors. Upon acceptance by a majority of the Board of Directors present and voting (other than the Director being removed), the nominee shall be submitted to the membership for ratification at the next regularly scheduled meeting.

The Board of Directors shall carry out the objectives of the Society in accordance with its tax-exempt purposes and in compliance with applicable federal and state laws.

The Board of Directors and Executive Committee shall keep a record of their proceedings. A written copy of such record shall be available to any of the Members upon request.

The Board of Directors shall have supervision over the property of the Society, exercise general control over its affairs, issue resolutions implementing the provisions of these Bylaws, be responsible for budget approval and be responsible for statements of position to the public.

The Board of Directors shall hold meetings quarterly on the day, and at such time and place as determined by the President. Special meetings of the Board of Directors may be called by the President when a request is made in writing by at least three (3) Members of the Board of Directors. A majority of the Board of Directors shall constitute a quorum for the transaction of business. A Director may participate in a meeting of the Board of Directors by means of telephone conference or similar communication equipment enabling all Directors participating in the meeting to hear one another. Participation in a meeting pursuant to this Section 6 shall constitute presence in person at such meeting.

The decision of the Board of Directors shall be final and binding with respect to all questions of interpretation of these Bylaws. Any Member may appeal a decision of the Board of Directors under this Section 7 at the next regular meeting of the membership. The entire membership shall be notified thirty (30) days prior to the meeting that such an appeal will be heard.

Any action which, under any provision of the New Hampshire Business Corporation Act, RSA 293-A, may be taken at a meeting of shareholders, may be taken by the members of the Board of Directors without such a meeting if consent in writing setting forth the action so taken or to be taken, is signed by all of the members of the Board of Directors. Email or other electronic submissions intended to constitute the consent and signature of the sender and which otherwise comply with the New Hampshire Uniform Electronic Transactions Act, RSA 294-E, will constitute a writing for purposes of this Section 8. Such consent or consents shall be filed with the minutes of the meetings of the Board of Directors.

The Directors of the Board shall receive no compensation for attendance at regular or special meetings or for services rendered to the Society, but may be reimbursed for actual expenses incurred and previously approved by the President, in attending regular or special meetings or incidental to services performed for the Society.

• Each Director, prior to taking a position on the Board, and all present Directors shall submit in writing to the President a list of all businesses or other organizations of which he/she is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder, employee or agent, with which the Society has, or might reasonably in the future enter into, a relationship or a transaction in which the Director would have conflicting interests. The President shall become familiar with the statements of all directors in order to guide his/her conduct should a conflict arise.
• At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict, whether disclosed by his/her written statement or not, and after answering any questions that might be asked him/her, shall withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, the affected Director(s) shall not be eligible to vote on the matter and their abstention shall be so noted in the minutes or consent resolutions of the Board.
• The Board will comply with all requirements of New Hampshire law, including, but not limited to applicable provisions of RSA 7:19-a, with respect to any matter that involves a potential conflict of interest or Pecuniary Benefit Transaction (as defined in RSA 7:19-a). Any New Hampshire statutory requirements that apply to the Society are incorporated by reference herein.

The CEO shall be the chief executive and administrative officer of the Society and shall have supervision, direction, and control, over the day-to-day business and affairs of the Society. The CEO shall perform all such other duties as from time-to-time may be assigned to him or her by the Board of Directors.

The CEO shall serve at the direction of the Board of Directors and report to the President of the Society.

The CEO may expend the Society’s resources in accordance with the Society’s budget.

PRESIDENT: The President shall be the Chairperson of the Board of Directors. It shall be the duty of the President to preside at all meetings, to enforce the Bylaws of the Society and to perform all duties pertaining to that office. The President shall appoint the chairpersons of all committees and task forces except the Nominations Committee. The President shall be an ex-officio voting Member of all committees and task forces.

PRESIDENT-ELECT: PRESIDENT-ELECT: In the absence of the President, the President-Elect shall have all the powers and prerogatives of the President. The President-Elect shall supervise all internal operations of the Society and shall assist in formulating the annual budget. In the event of permanent absence or incapacity of both the President and President-Elect, the CEO shall call a meeting of the Board of Directors to select a President pro temporary to act until a special election of a new President and President-Elect can be held.

TREASURER: The Treasurer shall oversee all financial functions, be responsible for the management of property and assist in providing adequate support for Society operations from available resources and shall perform all other duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned to him or her by the Board of Directors or by the President.

SECRETARY: The Secretary shall be responsible for the official record keeping of the Society and shall cause to be kept in books provided minutes of the meetings of the Members and of the Board of Directors, shall take steps to ensure that all notices are duly given in accordance with the provisions of these Bylaws and as required by law. In general, shall perform all duties incident to the Secretary and such other duties as may, for time-to-time, be assigned to him or her by the Board of Directors or by the President.

A single individual may serve as both Secretary and Treasurer.

The Board of Directors, Executive Committee or the President, shall establish and terminate such Committees and Task Forces as deemed necessary to carry out the business of the Society, but the following Committees shall always be required and will be comprised of only Fellow Members: the Executive Committee, the Professional Ethics Committee and the Nominations Committee.

• The Executive Committee shall be comprised of the officers of the Society and a Fellow Member who shall be appointed annually by the Board. The CEO, if a Fellow Member, may fill such appointment.
• The Executive Committee shall have the authority to act on behalf of the Board of Directors in the following areas:
  • Issue public statements that explain the position and/or policies adopted by the Board of Directors.
  • Review and approve monthly financial statements.
  • Approve modifications to the Society’s budget.
  • Approve capital expenditures not included in the annual budget.
  • Review the Society’s operations, including all personnel matters.
  • To elect applicants for admission to the Society as provided in Article I, Section 3 of these Bylaws.
  • To accept resignations from and reinstatements to the Society as provided in Article IV of these Bylaws.
  • To handle such other matters as delegated to it by the Board of Directors.
• The committee shall prepare recommendations regarding the policies and procedures to be considered by the Board of Directors.
• The committee shall meet as least quarterly or as requested by the President.

PROFESSIONAL ETHICS COMMITTEE: The Professional Ethics Committee, whose members will be determined in accordance with Policies and Procedures of the Society, as amended from time to time, shall investigate all alleged violations of the Code of Professional Conduct of the Society (the “Code of Professional Conduct”, as defined in Article XIV, Section 1, of these Bylaws or information coming to their attention indicating potential violations of the Code. The Professional Ethics Committee may, upon the approval of the Board of Directors, enter into a joint ethics enforcement program with the AICPA, as discussed in Article XIV, Section 2 of these Bylaws.

The Professional Ethics Committee shall be empowered to carry-out the provisions of Article XIV of these Bylaws.

NOMINATIONS TASK FORCE: The Nominations Committee shall consist of nine (9) members of which no more than four (4) shall be officers of the Society. The remaining members shall be comprised of past presidents selected by the President and the CEO. The committee shall meet prior to the annual membership business meeting of members referred to in Article XII, Section 1 of these Bylaws for the purpose of nominating the President-Elect, the Treasurer, the Secretary and other Fellow Members to fill vacant positions on the Board of Directors. The Nominations Committee shall nominate its Chairperson at its first meeting, and this Chairperson shall not currently serve as an officer of the Society. The Committee shall transmit its nominations to the CEO at least 60 (sixty) days prior to the annual membership business meeting referred to in Article XII, Section 1 of these Bylaws. The CEO shall notify the Members of the Society of the nominations at least thirty (30) days prior to such annual membership business meeting.

Any Committee or Task Force may take action in any manner consistent with that allowed to the Board of Directors in these Bylaws consistent with all of Article V, Section 8.

The fiscal year of the Society shall begin on May 1 and end on April 30, unless otherwise determined by vote of the Board of Directors.

All meetings of the Society shall be held on such day and at such time and place as may be designated by the President.

The President shall call special meetings of the Society when such meetings are deemed necessary, or when a written request is made by at least ten (10) Fellow Members of the Society, or when a written request is made by three (3) Directors.

Notice of all meetings of the Society shall be given to Members by the CEO not less than thirty (30) days prior to each meeting. In an emergency, all requirements with respect to notice of meetings may be waived by the President with the consent of a majority of the Board of Directors.

At all regular or special meetings of the Society, the Fellow Members present shall constitute a quorum for the transaction of business.

Nominations for President-Elect, Treasurer, Secretary, and Directors shall be made by the Nominations Committee, as provided in Article VIII, Section 3 of these Bylaws. Other nominations, with the consent of the nominee, may be made by any Fellow Member of the Society.

At the annual membership business meeting, the Nominations Committee Chairperson shall read the previously distributed report of the Nominations Committee and conduct the annual election. The candidates receiving a majority of all votes cast shall then be declared elected by the Chairperson.

The term for elected officers shall be one (1) year, or until such time as their successors are duly elected. The President shall, without further vote, become President on the first day of the fiscal year following election to that office. The term for Directors shall be staggered so that no more than one-third (1/3rd) of the terms shall expire in any one (1) year.

Unless otherwise provided for by the Constitution and these Bylaws, Robert’s Rules of Order shall govern all meetings of the Society.

The Code of Professional Conduct shall consist of:

• the Constitution of the Society as amended from time to time;
• the Bylaws of the Society, as amended from time to time;
• the Code of Professional Conduct of the AICPA; and
• the Code of Conduct for Business Partner Affiliate Member

The Code of Professional Conduct shall include any published interpretations and rulings of the Constitution, these Bylaws, and the Code of Professional Conduct of the AICPA, as now constituted and as may be hereafter amended from time-to-time. In the event of any conflict between the Code of Professional Conduct of the AICPA these Bylaws or the Constitution of the Society, the Constitution or these Bylaws shall prevail. In the event of any conflict between the Code of Professional Conduct of the Society and any applicable New Hampshire law or any applicable rules or regulations of the State agency regulating the practice of public accountancy, then such law, rules, or regulations shall govern.

Notwithstanding any other provisions of these Bylaws, whenever an inquiry has been initiated by the Professional Ethics Committee of the Society, by the Professional Ethics Division of the AICPA, or by the Trial Board of the AICPA, such inquiry shall be conducted in accordance with the terms of any currently existing agreement between the Society and the AICPA relating to the Joint Ethics Enforcement Program (“JEEP”), whether or not the Member subject to the inquiry is a member of the AICPA. In the event that there is no such agreement, the Professional Ethics Committee of the Society shall conduct such inquiry in accordance with these Bylaws and the rules established by the Professional Ethics Committee.

Cooperation by a Member is required in any inquiry conducted by the Professional Ethics Committee of the Society, by the Professional Ethics Division of the AICPA or by the Trial Board of the AICPA involving the Member or the Member’s partner or employee. A Member is required to respond to any request for documents or any interrogatories from the Committee, the Division, or the Trial Board, as the case may be, within thirty (30) days of the posting of notice thereof by registered or certified mail, postage prepaid, to the Member at the Member’s last known address shown on the records of the Society. A Member’s failure to substantively respond to any such request or interrogatory within thirty (30) days shall constitute a failure to cooperate. A Member’s failure to cooperate in any inquiry conducted by the Committee, the Division, or the Trial Board, as the case may be, is a violation of these Bylaws.

In the event that a hearing is required to dispose of an alleged violation of the Code of Professional Conduct, the hearing shall be conducted in accordance with the terms of any currently existing agreement between the Society and the AICPA relating to ethics violations, the then operative rules of the Joint Trial Board Division of the AICPA, and the then operative Joint Ethics Enforcement Procedures in effect by virtue of the agreement between the Society and the AICPA whether or not the Member subject to an inquiry is a member of the AICPA. In the event that there is no such agreement, the Professional Ethics Committee of the Society shall conduct such hearing in accordance with these Bylaws and the rules established by the Professional Ethics Committee.

CRIMINAL CONVICTION OF MEMBER: Membership in the Society shall be suspended without a hearing should there be filed with the President of the Society a judgment of conviction imposed upon any member for:

• a crime defined as a felony (or its equivalent) under the law of the convicting jurisdiction;
• the willful failure to file any income tax return which the Member, as an individual taxpayer, is required by law to file;
• the filing of a false or fraudulent income tax return of the Member or a client; or
• the willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client; and shall be terminated in like manner upon the similar filing of a final judgment of conviction.

OTHER DISCIPLINARY MEASURES:

• A Member, whose certificate, permit or license on which membership in the Society depends, is suspended or revoked by the issuing jurisdiction, shall have membership in the Society suspended or terminated upon notice to the President of the Society. Suspension of membership in the Society shall cease upon reinstatement of the certificate, permit or license.
• A Member who is found to have violated any provision of the Bylaws or Code of Professional Conduct shall be subject to any disciplinary actions deemed necessary or appropriate by the Professional Ethics Committee. Such disciplinary actions may range from requiring a Member to obtain certain specified professional education credits, up to a recommendation by the Professional Ethics Committee that the membership of the Member be temporarily suspended or permanently terminated, depending upon the severity of the violation of the Code of Professional Conduct. A Member is required to substantively comply with any educational, remedial, or corrective action determined necessary by the Committee, within thirty (30) days of the posting of notice thereof by registered or certified mail, postage prepaid, to the Member at the Member’s last known address shown on the records of the Society.
• A Member whose actions are considered to be detrimental to the best interests of the Society or the accounting profession according to the considered opinion of the Professional Ethics Committee shall be subject to disciplinary actions deemed necessary by the Committee including suspension, termination or such other action which the Committee may deem appropriate. Such disciplinary actions shall be subject to ratification by a majority of the Board of Directors.

The Chairman of the Professional Ethics Committee shall advise the Member of the disciplinary actions adopted. Notice of such actions shall be sent by registered or certified mail, postage prepaid, to the member at the member’s last known address shown on the records of the Society.

A Member wishing to appeal the decision of the Committee may do so by sending the Professional Ethics Committee notice of appeal within thirty (30) days of the mailing of the Committee notice. The appeal will then be processed for hearing. The hearing shall be conducted under the terms of the aforesaid Joint Ethics Enforcement Procedures and the then operative rules of the Joint Trial Board Division of the AICPA or under such procedures as determined by the Professional Ethics Committee, as appropriate.

Notice of the result of final action in every disciplinary matter shall be published in a membership periodical of the Society in a form approved by the presiding officer of the hearing panel which took the last action in the matter. No publication shall be made until such decision, suspension or termination is effective.

Any director, officer, or employee of the Society, acting as such, will be indemnified as permitted under the Society’s Articles of Agreement and Constitution, to the fullest extent possible under the laws of the State of New Hampshire.

The Constitution and Bylaws may be amended by a two-thirds (2/3rds) vote of the Fellow Members present and voting at any meeting provided that a copy of the proposed amendments has been submitted (including by electronic media) to all Fellow Members at least thirty (30) days before the date of the meeting at which the amendments are to be presented.

Any Member may cast a written ballot or a ballot in electronic form by request to the CEO at least fifteen days prior to the meeting. Such completed ballots must be received by the presiding officer prior to the vote.

These Bylaws of the Society shall at all times be so construed and limited as to enable the Society to qualify and to continue qualifying as a voluntary corporation organized and existing under the provisions of the New Hampshire Voluntary Corporation Statute, RSA 292, as amended, and as a tax exempt organization organized and operated for any purpose for which an organization may be exempt under the provisions of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

Upon dissolution of the Society, in any manner of for any reason whatsoever, its remaining assets after payment of all debts and obligations of the Society, if any, shall be distributed for one (1) or more exempt purposes similar to those of the Society within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”)(or corresponding section of any future Federal tax code), to an organization or organizations which are organized and operated exclusively for such purposes. If any of the remaining assets cannot be distributed to such an organization or organizations, for any reason whatsoever, then the remaining assets not so distributed shall be distributed to the federal government, or state or local government, for a public purpose.