BYLAWS OF GEORGIA ASSOCIATION OF ACCOUNTING EDUCATORS Preamble The following Bylaws shall be subject to, and governed by, the Georgia Nonprofit Corporation Code and the Article of Incorporation of GEORGIA ASSOCIATION OF ACCOUNTING EDUCATORS, INC. (GAAE). In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Georgia Nonprofit Corporation Code, said Non-Profit Corporation Code shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Organization, it shall then be these Bylaws which shall be controlling. These Bylaws are updated from a prior undated version. ARTICLE 1 NAME The legal name of the Non-Profit Organization shall be known as GEORGIA ASSOCIATION OF ACCOUNTING EDUCATORS, INC., and shall herein be referred to as the GAAE. ARTICLE 2 PURPOSES The GAAE is established and shall be operated exclusively [as a non-profit organization] within the meaning of IRS Publication 557; Section 501(c)6 of the Internal Revenue Code of 1986, as amended (the Code ) or the corresponding section of any future federal tax code. In addition, the GAAE has been formed for the purpose of performing all things incidental to, or appropriate in, the following specific and primary purposes. However, the GAAE shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes. The general purposes for which this Association has been established are as follows: I. To advance the quality and standards of accounting education II. To form a closer relationship among all members of the GAAE III. To form a closer partnership with members of the Accounting profession as a whole and especially with the membership of the Georgia Society of Certified Public Accountants IV. To plan and execute the Annual Conference and Meeting of the members. The GAAE shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Georgia and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Association. At no time and in no event shall the GAAE participate in any activities which have not been permitted to be carried on by an organization exempt under Section 501(c)6 of the Internal Revenue Code of 1986.
ARTICLE 3 OFFICES No principal office of the GAAE is defined or located in a physical place. However, the Association may conduct its business from time to time at any such office, as the Board of Directors may determine or deem necessary, or for which the affairs of the Association may find a need. ARTICLE 4 DEDICATION OF ASSETS All properties and assets of the GAAE are irrevocably dedicated to and for the non-profit purposes only. No part of the net earnings, properties, or any assets of this Association, upon dissolution or otherwise, shall inure to the benefit of any person or any member, director or officer of this Association. Upon liquidation or dissolution, all remaining properties and assets of the GAAE shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c)6 of the Internal Revenue Code. General Membership ARTICLE 5 MEMBERSHIP Any educator of accounting who teaches at an accredited university, college, or technical college in the state of Georgia is eligible for membership in the Association. Individuals from nonaccredited institutions, from institutions outside of the state of Georgia, from business and industry, and from other backgrounds with an interest in post-secondary education may be approved for membership by a majority vote of the Board of Directors. Eligible members should contact the secretary for approval of membership. Upon such approval, the member will be notified of established membership. Membership Dues The membership dues shall be included in the annual conference and meeting registration fees. Theses dues entitle each registrant active membership in the Association for the fiscal year, August 1 to July 31, immediately following the annual meeting [as noted in Article 8 below]. Membership List The GAAE membership list is proprietary to the organization and shall not be distributed to organizations or parties who are not members without explicit permission of the Board of Directors. ARTICLE 6 BOARD OF OFFICERS AND DUTIES Election and Rights of Board Officers There are four officers denoted as the Board of Officers (Board) who will guide the GAAE. These Board officers are the President, Vice-president, Treasurer, and Secretary who will serve the needs of the Association. The general members shall elect these officers at the annual meeting. An individual must currenlty be an active GAAE member and must have been a member for at least 1
one year to be eligible for election to the Board of Directors. The commitment for such elected officers is a four-year term which, begins with progression from the first year as Secretary to fourth year as President. Notwithstanding this four-year commitment all Board officers have the right to resign at any time by providing notice in writing to the president and/or secretary of the GAAE without bias or predisposition to all rights, if any, under any contract to which the officer is a part thereof. All resignations shall become effective upon the date in which the written notice of resignation was received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective. The majority of the Board members may vote to remove the fourth officer if he/she is unable or unwilling to perform the duties of his/her office. The Board will notify such officer in writing and the effective date will be the date of the notification. Any and all vacancies, in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance to the prescribed bylaws for regular appointments to such office. However, in the event this vacant positon must be filled in an urgent manner, the majority vote of the remaining officers may appoint a temporary replacement until an election is made for a permanent replacement. Board members will not be compensated by the GAAE, except as in the case of reimbursements for expenses deemed necessary for the business of the Association. Currently active board members are exempt from the annual meeting registration fee. Duties of the Board of Directors Each Board member is expected to attend all Board meetings and to actively participate in the planning and execution of the annual meeting. Board members will collectively make decisions regarding membership inquiries and other Association matters. President (Executive Director) It shall be the responsibility of the president, in general, to supervise and conduct all activities and operations of the GAAE, subject to the control, advice and consent of the other members of the Board and general members. The President shall keep Board officers completely informed and shall freely consult with them in relation to all activities of the GAAE and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The President shall be empowered to act, speak for, or otherwise represent the Association between meetings of the Board. The President, along with the treasurer shall at all times, be authorized to contract, receive, deposit, disburse and account for all funds of the organization. Further, the President may execute in the name of the GAAE all contracts and other documents authorized either generally or specifically by the Board and to negotiate any and all material business transactions of the Association. The President will also preside over the annual conference and meetings, elect committees, and enforce the bylaws. 2
Vice President of the Board In the absence of, or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Vice President to perform all the duties of the President, and in doing so shall have all authority and powers of, and shall be subject to all of the restrictions on, the President, pertinent to the above aforementioned duties. Treasurer It shall be the responsibility of the treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, bank accounts and other matters customarily included in maintaining accurate financial records and statements. The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board. Furthermore, the treasurer shall disburse, or cause to be disbursed, the funds of the GAAE, as may be ordered by the Board, and shall render to an account of the entire treasurer s transactions and of the financial condition of the Association. The Treasurer shall file any required tax filings and information returns in a timely manner.in the absence of the President or Vice President, the Treasurer will preside. Secretary The Secretary, or his/her designee, shall be the custodian of all records and documents of the GAAE, which are required to be kept. The Secretary shall act as secretary at all meetings of the Board as well as the annual conference and meeting, and shall keep the minutes of all such meetings. The Secretary shall attend to the giving and serving of all notices of the GAAE. The secretary shall maintain a current membership list of recognized institutions, organizations, firms, and individuals. The secretary shall be point of contact for inquiries related to membership and shall be responsible for bringing membership issues to the Board for discussion and/or approval. Committees of the Organization ARTICLE 7 COMMITTEES The Board of Directors shall appoint ad hoc committees as necessary to further the mission and carry out the work of the GAAE. This may include a membership committee to locate and reach out to prospective members, to inform active members of the bylaws and current issues, and to complete additional tasks as necessary. Committees shall not have the authority to compel the GAAE to a contract or agreement or expend organization funds. Such committees shall act only in an advisory role to the President and Board of Directors. ARTICLE 8 - MEETINGS Annual Conference & Meetings Each year the GAAE will hold its annual conference and general meeting of the members in the first weekend of February, or as early as possible in the month, if the first weekend is not suitable. The place of the meeting will be determined by the current Board of officers. The 3
members present at the annual and any special meetings (as noted below) will constitute a quorum for voting on matters of electing officers and for approving the annual minutes, budgets, and other matters. Members may also vote by proxy. Special Meetings In addition to the annual general meeting, special meetings may be called by the President for discussion and vote for pressing matters. Such meetings may be held at a place and time, deemed appropriate by the President, which may include a virtual setting, by web conferences, or teleconferences. Other meetings, such as classes or courses in a webinar format, may be organized throughout the year to allow members to earn continuing professional education credits. Rules and Order of Business The regular Parliamentarian practice for meetings shall prevail. And the Order of business will be determined and presided over by the President or presiding officer. ARTICLE 9 RECORDS AND REPORTS Maintenance and Inspection of Articles and Bylaws The GAAE shall keep, at its designated office, the original or a copy of its Articles of Incorporation and these bylaws as amended to date, which shall be open to inspection by any member of the Association Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns The GAAE shall maintain current copies of its federal tax exemption application and its annual information returns indefinitely. Such documents shall be open to public inspection and copying to the extent required by law. Maintenance and Inspection of Other Corporate Records The GAAE shall keep adequate and correct books and records of accounts, and written minutes of the proceedings of the annual and special meetings. All such records shall be kept at a place or places as designated by the Board. Upon leaving office, each officer, of the GAAE shall turn over to his or her successor or President, any property or asset of the Association in his or her custody, in good form. Such property or assets include monies, books, records, minutes, lists, documents, contracts, or other property of the Association. Every director or member shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the GAAE. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents. 4
Fiscal Year The fiscal year for this GAAE shall begin on August 1 and ends July 31. ARTICLE 10 AMENDMENTS AND REVISONS Amendments to these By-Laws and Articles of Incorporation of the Association must be made at any regular or special called by two-thirds vote of the members present in person or by proxy. Any proposed amendment shall be distributed to members at least 30 days in advance of such meeting at which such action is to be taken. CERTIFICATE OF SECRETARY I, [Name of Secretary Here], certify that I am the current elected and acting Secretary of the Georgia Association of Accounting Educators. The above bylaws, consisting of four pages, are the bylaws of this corporation as adopted by the Board of Officers on this [MONTH_ADOPTED] [YEAR_ADOPTED], and that they have not been amended or modified since the above. EXECUTED on this [DAY_EXECUTED] day of [MONTH_EXECUTED] [YEAR_EXECUTED], in the County of [NON-PROFIT_COUNTY] in the State [NON- PROFIT_STATE]. [SECRETARY_SIGNATURE] (Duly Elected Secretary) 5
EXHIBIT A ARTICLES OF INCORPORATION 6