National Association of Black Accountants, Inc. Student Chapter Bylaws

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1 National Association of Black Accountants, Inc. <NAME OF SCHOOL> Student Chapter Bylaws Lifting As We Climb 1

2 TABLE OF CONTENTS ARTICLE I - NAME, MISSION AND OBJECTIVES, AND SEAL...3 ARTICLE II - MEMBERSHIP...4 ARTICLE III - DIVISIONS...4 ARTICLE IV - REGIONS...4 ARTICLE V - CHAPTERS...4 ARTICLE VI - EXECUTIVE BOARD...5 ARTICLE VII - ELECTIONS...7 ARTICLE VIII - MEETINGS...8 ARTICLE IX - COMMITTEES...8 ARTICLE X - DUES...9 ARTICLE XI - FISCAL YEAR AND FINANCIAL MANAGEMENT...9 ARTICLE XII - AMENDMENTS...10 ARTICLE XIII - SUSPENSION AND REVOCATION OF CHAPTERS...10 ARTICLE XIV - INDEBTEDNESS AND USE OF NAME...11 ARTICLE XV - LIMITATIONS

3 PREAMBLE We, a group of individuals with similar academic and future professional interests in accounting and finance, desire to unite in a professional association to promote group identity, to advance academic development, to create esprit de corps, to instill desire for self-improvement, to foster moral and ethical standards, to encourage and recognize academic achievement, to cultivate a sense of professional and civic responsibility and service, to promote the study of accounting, finance and business related subjects, and to provide opportunities for professional association. Therefore, we do hereby establish an association and adopt these Bylaws to govern its activities. ARTICLE I - NAME, MISSION AND OBJECTIVES, AND SEAL 1.1 NAME The name of this association shall be NATIONAL ASSOCIATION OF BLACK ACCOUNTANTS, INC. ("Association" or "NABA"). The name of this chapter shall be the National Association of Black Accountants, Inc. Student Chapter. The Association shall be a not-for-profit entity under the applicable rules of the Internal Revenue Code. 1.2 MISSION AND OBJECTIVES The mission of NABA is to address the professional needs of its members and to build leaders that shape the future of the accounting and finance profession with an unfaltering commitment to inspire the same in their successors. The NABA Student Chapter shall unite through membership accounting, finance and business related students who have similar interests and ideals, are committed to academic and future professional excellence, possess a sense of professional and civic responsibility, and are concerned with enhancing opportunities for minorities in the accounting, finance and other business related professions. In keeping with the Chapter's charter, its objectives shall be: To promote and develop the professional skills of its members; To encourage minority students to enter and assist them while in the accounting, finance or other business related academic programs; To provide opportunities for members to fulfill civic responsibilities; To promote confidence in our members and their services; To encourage the development of cordial relations among members and cooperative relationships with other students; To ensure long term financial stability and provide adequate resources to implement chapter programs; and To represent the interests of current and prospective minority accounting, finance and other business students. 1.3 SEAL The seal of the Association shall be circular in form and shall have displayed in its center two left hands in a grasp from top to bottom, on the outer rim the words, National Association of Black Accountants, Inc., and immediately below the seal, is written, in italics, Lifting As We Climb, in quotations. 3

4 ARTICLE II - MEMBERSHIP To qualify for student membership, a person must be genuinely interested in fostering the objectives of the Association. A person may be a member through affiliation with a chapter of the Association, or where no chapter exists in their local area, a member-at-large. 2.1 STUDENT MEMBERS A full-time or part-time undergraduate or graduate student at a college or university who is majoring in accounting, finance, or other business related field may qualify for admission as a member of the Association. 2.2 STUDENTS WHO ARE NOT ELIGIBLE AS STUDENT MEMBERS Graduate students or students who have associate degrees and who are or who have been employed in the accounting profession on a full time basis and who were professional members of NABA are not eligible to become student members of the Association. These persons may continue their professional membership and may work or affiliate with the Student Chapter. 2.3 MEMBER IN GOOD STANDING A member in good standing as prescribed in these Bylaws for the purpose of voting, nominating and candidacy shall be those members shown on the National records as paid as of October 31 of each fiscal year. 2.4 MEMBERS FROM OTHER STUDENT CHAPTERS Members from other NABA student chapters who are in good standing, and who subsequently transfer to, and become students at this institution may affiliate with the Chapter and be entitled to vote upon presenting satisfactory evidence of their membership. They shall not be assessed annual membership dues by the Chapter until the expiration of the annual membership for which they paid. ARTICLE III - DIVISIONS 3.1 The Board of Directors shall designate Divisions of the Association from time to time to address the needs of special interest groups within the membership. These Divisions may be governed by their own Bylaws that are consistent with the National Bylaws. ARTICLE IV - REGIONS 4.1 The Board of Directors shall designate regions of the Association. The Board of Directors may, from time to time, specify the jurisdiction of regions and adopt rules of conduct for their affairs. A Regional President shall direct each region. ARTICLE V - CHAPTERS 5.1 TYPES OF CHAPTERS The Association shall have two types of chapters: (a) professional and (b) student. The National Board of Directors, may from time to time, authorize the establishment of professional and student chapters, organize the chapters within regions, specify the jurisdiction of chapters, and adopt rules for the conduct of their affairs. 4

5 Chapters are the basic organizational units of the Association. Admission to membership in the Association is normally through membership in a chapter. The qualifications for membership in a chapter are the same as those for membership in the Association. Chapters of the Association shall be: a. Chapters of the Association at the effective date of these Bylaws and b. Groups that shall qualify for admission as provided under this Article. 5.2 QUALIFICATION TO FORM A STUDENT CHAPTER A group of ten (10) or more persons who qualify as student members may petition the Board of Directors to form a student chapter. Each chapter shall adopt Bylaws that are consistent with the National Bylaws. ARTICLE VI - EXECUTIVE BOARD 6.1 COMPOSITION OF THE EXECUTIVE BOARD The governing body of the Chapter shall be the Executive Board. The Executive Board shall consist of the following: Chapter President Chapter Vice President (s) Chapter Secretary Chapter Treasurer Chairperson of Student Chapter Reporting and Evaluation Program (hereinafter referred to as "SCREP") Chairpersons of Ad-hoc Committees The Executive Board may designate other committees and members as it deems necessary. The Executive Board shall be a minimum of five (5) and a maximum of fifteen (15). 6.2 POWER OF THE EXECTIVE BOARD The Executive Board may exercise all powers requisite for the purposes of the Chapter, not inconsistent with these Bylaws or with duly enacted resolutions of the membership of the Chapter, including but not limited to, the authority to prescribe policies and procedures for the Chapter and to enact resolutions biding upon the Chapter, not inconsistent with the National Bylaws. 6.3 DUTIES OF THE EXECUTIVE BOARD The Executive Board shall have no other specific duties other than those permitted in Section OFFICERS The officers of the Chapter shall a Chapter President, Chapter Vice President (s), a Chapter Secretary, a Chapter Treasurer and a Chairperson of SCREP, all of whom shall be members of the NABA Student Chapter and shall serve without compensation. 6.5 DUTIES OF THE OFFICERS Chapter President The President shall serve as chief executive of the Chapter and shall perform all duties that usually pertain to this office. In addition, the President shall preside over all meetings of the Association, the Board of Directors and Executive Board. The President shall report on the affairs of the Association at each meeting. Chapter Vice President (s) 5

6 The Vice President (s) shall perform such other duties as may be assigned him/her by the President or Executive Board. In the absence or disability of the President, the Vice President shall have and exercise all of the powers and prerogatives of the President. Chapter Secretary The Secretary shall maintain the official records of the Chapter, including these Bylaws. The Secretary shall record all resolutions and proceedings of meetings in the official records of the Chapter. The Secretary shall issue notices of all meetings and distribute the minutes of such meetings to the Executive Board. The Chapter Secretary shall perform such other duties that usually pertain to this office. Chapter Treasurer The Chapter Treasurer shall serve as chief financial officer of the Chapter. Among other duties, the Chapter Treasurer shall be responsible for developing, implementing and monitoring the financial policies, investment policies, accounting procedures and internal controls and financial reporting for the Chapter. The Chapter Treasurer shall be responsible for the submission of periodic financial reports to the Executive Board. Chairperson of SCREP The Chairperson of SCREP shall be responsible for ensuring that the Chapter is compliant with SCREP. Among other duties, the Chairperson of SCREP shall be responsible for preparing and submitting the quarterly SCREP packages to the NABA National Office, Regional Director of Student Member Services and Professional Chapter President within the required deadline, working with the Executive Board to ensure that all chapter events, financial statements and other required documentation are included in the SCREP package and working with the Professional Chapter to ensure that the most updated SCREP requirements are used to prepare the SCREP package. 6.6 TERM LENGTH All members of the Executive Board shall hold office for one fiscal year following the fiscal year of their election. In the event an Executive Board member graduates before the end of their term, the remaining Executive Board members shall appoint a successor except in the situations where the graduating Executive Board member is the Chapter President. The Vice President (or first Vice President if there are multiple Vice Presidents) automatically takes on the role of Chapter President if the Chapter President is graduating before the end of their term. 6.7 EXPENSES The Chapter may reimburse expenses incurred by the Executive Board in the discharge of their duties. The Executive Board shall prescribe policies and procedures for such approval and payment. 6.8 RESIGNATION, REMOVAL AND VACANCIES Resignation If any member of the Executive Board is absent from two consecutive meetings of the Executive Board, he/she shall be deemed to have resigned. The Executive Board may re-elect the member deemed to have resigned. The voluntary resignation of an Executive Board shall be tendered to the Board in writing. Removal The Executive Board may remove any Executive Board member from office for cause by a majority vote for non-performance or conduct unbecoming of an Executive Board member. The National Student Member Services Committee may also remove any Executive Board member from office for nonperformance or conduct unbecoming of an Executive Board member. A member of the Executive Board may be removed by a vote of twenty-five percent (25%) of the 6

7 chapter's membership at the time the vote is taken or by directive from the National Student Member Services Committee. A member of the Executive Board may be removed from office for non-payment of dues. Dues for all elected Executive Board members shall be payable on or before April 15 of the year elected. If elections are held after April 15, dues are payable immediately. If dues are not paid by July 31 of the fiscal year the new Executive Board takes office, the remaining Executive Board members shall appoint a successor except in the situations where the Executive Board member being removed from the Executive Board is the Chapter President. The Vice President (or first Vice President if there are multiple Vice Presidents) automatically takes on the role of Chapter President if the Chapter President has to be removed due to non-payment of dues. Vacancies If an officer position should for any cause become vacant, the Executive Board shall appoint a qualified member to complete the unexpired portion of the term. The remaining members of the Executive Board shall have the power, by majority vote, to elect a qualified member to fill the vacancy for the unexpired term of an Executive Board member removed from office. ARTICLE VII - ELECTIONS 7.1 The National Board of Directors shall prescribe the manner in which the annual elections will be held and the qualifications to hold office. Members in good standing shall elect the Executive Board members ELECTION DEADLINE The call for nominations shall be sent out during the month of February each year. Elections shall be held and completed during the month of March each year. Election results shall be communicated to the National Student Member Services Committee and the NABA National Office no later than April 15 each year. 7.3 NOMINATIONS AND ELECTION MEETING The nominations and election meeting shall both be chaired by the Nominations and Election Committee. No member of the Executive Board of the Chapter or any candidate for office shall serve on the Nominations and Election Committee or occupy the chair at the nominations and election meetings. The Nominations and Election Committee shall count the ballots and communicate the winners to the membership. 7.4 ELIGIBLE VOTES The number of eligible voting members of the Chapter shall be established before the voting begins. 7.5 MEMBERS IN GOOD STANDING Only members in good standing, as described in article 2.3 above, shall be eligible to run for office or vote in the Chapter election. 7.6 ELECTION CONTROVERSY In the event of an election controversy, all parties thereto shall submit complaints to the Faculty Advisor, designated Professional Chapter President, and designated Professional Chapter Local Director of Student Member Services (LDSMS) and National Student Member Services Committee in writing within five (5) days from the date of the election in question. Complaints shall be submitted by twenty-five (25%) percent of the Chapter members in good standing. 7

8 Each person signing the complaint must list his or her permanent and temporary mailing address, address and phone number. The National Student Member Services Committee or its designee will provide a summary of the complaints to the Student Chapter. Should the National Student Member Services Committee or its designee determine that the complaint is frivolous or completely devoid of merit, or the election results could not have been otherwise even if the matters alleged are assumed to be true, then the National Student Member Services Committee or its designee shall, within twenty (20) days from receipt of the charges, dismiss the complaint and inform the Chapter forthwith that it may proceed with the installation of officers. Should such complaints, in the opinion of the National Student Member Services Committee or its designee warrant intervention, a new election may be ordered to be held within thirty (30) days, in which case a NABA Professional, in conjunction with the Faculty Advisor, shall preside. The designated presiding officer shall order the procedures of the called election meeting, and the results of this supervised election shall be final. In the event the National Student Member Services Committee or its designee decides to intervene in a contested election for the office of President, Secretary, or Treasurer, upon receipt of notice to that effect by mail or , no officer of the Chapter shall disburse funds from the Chapter treasury unless otherwise instructed by the National Student Member Services Committee or the designated Professional Chapter President in conjunction with pending settlement of the controversy. ARTICLE VIII - MEETINGS 8.1 MEETINGS OF THE MEMBERSHIP Regular meetings of the Chapter shall be held at least once each month. Other special meetings may be convened as necessary. 8.2 MEETINGS OF EXECUTIVE BOARD The Executive Board shall meet at least once a month at such times and places as it may determine. Special meetings of the Executive Board may be called by the President, Secretary, or by two members of the Executive Board. Special meetings shall also include conference calls. Sixty percent (60%) of the Executive Board members shall constitute a quorum for all meetings. In the event a quorum is not present at any regular or special meeting of the Executive Board, the meeting shall be rescheduled to a date where quorum can be obtained. Chapter business that requires a vote cannot be conducted without quorum. ARTICLE IX - COMMITTEES 9.1 STANDING COMMITTEES The standing committees of the Chapter shall be: Membership, Fundraising, Marketing and Public Relations, Professional Development (Event Planning) or other committees as deemed necessary. All committees shall consist of one or more members. 9.2 DUTIES OF STANDING COMMITTEES The duties of the Standing Committees are described in the Student Chapter Policies and Procedures Manual (SCPPM). All committees shall report to the Executive Board at its regular meeting. 9.3 AD-HOC COMMITTEES NOMINATIONS AND ELECTIONS COMMITTEE 8

9 The charge of the Nominations and Election Committee shall be to execute the elections process in accordance with these Bylaws and the Student Chapter Policies and Procedures Manual. The Nominations and Election Committee shall be formed at least two (2) months prior to the annual election and shall not be composed of less than two (2) or more than five (5) chapter members in good standing. No member of the Nomination and Election Committee shall be members of the Executive Board or nominees for office. The Election Committee shall meet promptly to elect a Chairperson. The meetings at which the nominations and elections take place will be presided over by the Nominations and Election Committee Chairperson. Additional ad-hoc committees may be formed, as necessary. ARTICLE X - DUES 10.1 ANNUAL DUES AMOUNT The National Board of Directors shall determine the amount of annual dues which chapters shall submit to the Association for each member. Student chapters may assess its members additional annual dues to be retained by the Chapter; however, the assessed by the chapter shall not exceed ten dollars ($10) more than the amount determined by the National Board of Directors as the annual dues. A member s dues must be received by the NABA s National Office to be recognized as member in good standing. Dues shall be payable on or before the first day each fiscal year of the Association except for members who are elected to the Executive Board. Dues for elected members shall be payable on or before April 15 of the fiscal year elected RECONCILIATION OF MEMBERS The Chapter shall reconcile its members each month to the roster of members received from the NABA National Office. The Chapter shall send notification to the NABA National Office within the deadline specified indicating whether or not there are reconciling items. ARTICLE XI - FISCAL YEAR AND FINANCIAL MANAGEMENT 11.1 Fiscal Year The association shall operate on a fiscal year of twelve months beginning July 1 and ending June Financial Management The National Board of Directors shall have authority to prescribe such procedures, as it deems appropriate to assure financial controls, including the appointment of an auditor and an Audit Committee Annual Budget The Treasurer shall submit an annual budget to the Executive Board prior to the beginning of the fiscal year. The Executive Board shall approve the annual budget, which it may amend from time to time during the year Limitation of Personal Liability for Financial Loss No personal liability shall attach to any officer, member of the Executive Board, or Committee, for financial losses resulting from the exercise of judgment, in good faith, in the performance of assigned duties. 9

10 ARTICLE XII - AMENDMENTS 12.1 All amendments to the Student Chapter Bylaws must be approved by the Board of Directors before submission to the members of the Chapter. ARTICLE XIII - SUSPENSION AND REVOCATION OF CHAPTERS Chapters must adopt the Student Bylaws, comply with SCREP and maintain a membership of ten (10) members each fiscal year. These are the minimum operating standards for Student Chapters. Failure to comply with these standards could result in the suspension of the Chapter or revocation of the Chapter's Charter SUSPENSION OF THE CHAPTER The National Board of Directors may suspend the Chapter for failure to maintain a membership of ten (10) members in a fiscal year or failure to submit two consecutive SCREP packages. The National Board of Directors may also suspend the Chapter for failure of the Chapter to conduct itself in accordance with NABA's goals and objectives or for any other cause whenever the National Board of Directors shall deem it in the best interest of the Association. If the Chapter is suspended, and continues to be noncompliant with the minimum operating standards of the organization for a twelve (12) month period, this will result in a vote by the National Board of Directors to revoke the Chapter's charter REVOCATION OF THE CHAPTER'S CHARTER The Chapter's may be revoked if the Chapter is suspended for twelve (12) months or longer and continues to be non-compliant with the Association's minimum operating standards. The Chapter's charter may also be revoked if the National Board of Directors deems it in the best interest of the Association. The dissolution of the Chapter shall not invalidate the membership of any member of the Chapter. Such a member shall become a student member at-large in the region where the Chapter resides. If the National Board of Directors approves the revocation of the Chapter's Charter, the Chapter shall cease to function and the Executive Board shall forthwith forward all records, property, and monies of the Chapter to the college (or university). Copies of this information should also be forwarded to the NABA National Office REINSTATEMENT OF A SUSPENDED CHAPTER The National Board of Directors may reinstate a suspended Chapter that was suspended for failure to maintain a membership of ten (10) members in a fiscal year or for failure to submit two consecutive SCREP packages, if the Chapter demonstrates that it has increased its membership to a minimum of ten (10) members and submitted consecutive SCREP packages for an entire 12 month period. The National Board of Directors may reinstate a suspended Chapter that was suspended for failure to conduct itself in accordance with NABA's goals and objectives, or for any other cause that the National Board of Directors deemed it in the best interest of the Association, if the Chapter demonstrates that it has conducted itself in accordance with NABA's goals and objectives for a minimum of one year; and, in addition, demonstrates that it has maintained a minimum of ten (10) members and submitted all SCREP packages for the said year. Chapters whose charter was revoked by the National Board of Directors shall have to re-apply for a 10

11 Student Chapter Charter via the New Student Chapter process. ARTICLE XIV - INDEBTEDNESS AND USE OF NAME 14.1 INDEBTEDNESS No indebtedness or obligation shall be incurred by the Chapter or any of its officers or agents in the name of the National Association of Black Accountants, Inc. and the National Association of Black Accountants, Inc. shall not be responsible for any indebtedness incurred by the Chapter or any of its officers or agents LIMITS OF INDEBTEDNESS No indebtedness or obligation of more than one hundred dollars ($100.00) shall be incurred in the name of or in behalf of the Chapter unless by vote of the Executive Board USE OF NAME The Chapter must at all times officially identify itself as the NABA Student Chapter. The Chapter is an affiliated entity of the National organization and has no authority to officially identify itself as the National Association of Black Accountants, Inc. (NABA). ARTICLE XV - LIMITATIONS 15.1 LIMITATIONS The Chapter is not organized for profit. No part of its income shall accrue to the benefit of any private individual. The Chapter shall not carry on propaganda or otherwise attempt to influence legislation. It shall not participate nor intervene in any political campaign on behalf of any candidate for public office. It shall not accumulate unreasonable amounts of money to carry out the Chapter's purposes. Notwithstanding any other provision of these Bylaws, the Chapter shall not conduct or carry on any activities permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) or the U.S. Internal Revenue Code and its regulations as they now exist or as they may be hereafter amended.. 11

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