Bylaws of The Educational and Research Foundation of the Connecticut Society of Certified Public Accountants, Inc.
As amended through September 2004
Purposes
Article I - Membership
Article II - Qualification, Election, and Term of Office of Trustees
Article III - Powers and Duties of Trustees
Article IV - Officers
Article V - Committees
Article VII - Fiscal Year - Finances
Article VIII - Seal
Article IX - Waiver of Notice
Article X - Amendments
Article XI - Prohibition Against Sharing in Corporate Earnings
Purposes
The nature of the activities to be conducted, or the purposes to be promoted or carried out by the corporation, are as follows:
(a) To devise and carry into effect programs for aiding, promoting, developing, and advancing education, research, and study relating to the teaching, study, and practice of accounting and related fields of endeavor, including, but not limited to, the publication and dissemination of articles, the carrying on of seminars, training courses, and other educational activities.
(b) To receive and maintain a fund, or funds consisting of property both real and personal and to apply the whole or any part of the income therefrom, or principal thereof, to or for the use of individuals, organizations, foundations, or institutions within the state of Connecticut exclusively for educational, scientific or charitable activities related either directly or indirectly to the study, teaching, or practice of accountancy or allied professions.
(c) To make grants, loans, or in any other way authorized by law provide financial assistance for qualified students pursuing a course of study in accounting, or in related fields, who are duly enrolled in accredited educational institutions within the state of Connecticut, and to provide similar assistance to faculty and staff members of these same institutions for the purposes of maintaining and advancing the high level of accounting proficiency required by the citizens of this state.
(d) To encourage the free exchange of knowledge between The Connecticut Society of Certified Public Accountants, Inc. and the educational institutions located in this state.
(e) To establish and maintain programs designed to encourage young men and women of the state of Connecticut to enter the field of accounting.
Article I - Membership
Section 1. There shall be but one class of members of the Foundation. The members shall be those persons who from time to time serve as officers or governors, whether elected or ex officio, of The Connecticut Society of Certified Public Accountants, Inc. (The Society). Each member shall be entitled to vote on all matters of corporate business. The members shall not be subject to liability for dues or assessments and not more than one membership shall be held by any single member.
Section 2. The first members shall be those persons serving as of the date of incorporation of the Foundation as officers and members of the Board of Governors of the Society.
Section 3. No member shall have any right or interest in or to any of the gains, profits, or dividends or property of the Foundation and no member shall have any proprietary interest in any membership.
Article II - Qualification, Election, and Term of Office of Trustees
Section 1. The powers of this corporation shall be exercised, its property controlled and its affairs conducted by a Board of Trustees.
Section 2. The members of the Board of Trustees shall be those persons who are serving as officers or governors, whether elected or ex officio, of The Connecticut Society of Certified Public Accountants, Inc.
Section 3. The terms of the members of the Board of Trustees shall be concurrent with their terms as governors or officers of The Connecticut Society of Certified Public Accountants, Inc.
Section 4. All members of the Board of Trustees are to be members in good standing of The Connecticut Society of Certified Public Accountants, Inc.
Section 5. No member of the Board of Trustees shall receive any compensation from the Foundation whatsoever.
Section 6. The Chairman of the Board of Trustees shall be the Trustee who is then serving as President of The Connecticut Society of Certified Public Accountants, Inc.
Section 7. The Board of Trustees shall have such meetings as may be necessary to accomplish the purposes of the Foundation. All meetings may be called by the Chairman of the Board of Trustees, or by any two members of the Board. Each special meeting is to be noticed in the same manner as is prescribed in ARTICLE VI, Section 3, of these bylaws.
Section 8. Each Trustee shall have one vote and the vote of the majority of the Trustees present and voting shall be sufficient to take any action unless a larger proportion is required by law or by the Certificate of Incorporation or a specific provision of these Bylaws.
Article III - Powers and Duties of Trustees
Section 1. The Trustees shall have power:
(a) To conduct, manage, and control the business, affairs and activities.
(b) To make rules and regulations not inconsistent with the laws of the State of Connecticut or the Certificate of Incorporation or bylaws of the Foundation, for the guidance of the officers and management of the affairs of the Foundation and for the guidance of the members of the Foundation.
(c) To incur indebtedness.
(d) To do any and all other things which may be proper and either necessary or incidental to the exercise of the foregoing powers.
(e) To accumulate and invest surplus funds of the Foundation in a manner which in their judgment will further the purposes of the Foundation. With the approval of the members of the Foundation, the Trustees may provide for the Foundation such buildings, lands, or training facilities as they deem in the best interests of the purposes of the Foundation.
(f) Except as specifically herein provided, the Trustees shall not have the power to appoint or remove officers of the Foundation.
Section 2. It shall be the duty of the Trustees:
(a) To do all things necessary for the proper conduct, management, and control of the affairs and activities of the Foundation.
(b) To cause to be kept a complete record of all their Minutes and acts and of the proceedings of the members.
(c) To supervise all officers, agents, and employees and see that their duties are properly performed.
Section 3. The Trustees shall not be paid any compensation for their services.
Article IV - Officers
Section 1. The officers shall be a President, a President-Elect, a Treasurer, and a Secretary, which officers shall be elected by the members at their Annual Meeting and shall hold office for one (1) year or until their successors are chosen, subject to removal by the members for cause. All of said officers shall be elected from the membership of the Board of Trustees. No officer shall be paid any compensation for his services as such officer. There may also be appointed by the Trustees an Executive Director, who need not be a member of the Foundation, and who may be paid reasonable compensation for his services.
Section 2. The President:
(a) Shall preside over all meetings of the members and Trustees and shall have one vote only (i.e., shall not have an additional vote to break a tie).
(b) Shall appoint committees of the Board of Trustees as provided in these bylaws and in conjunction with the Board of Trustees prescribe their duties.
(c) Shall from time to time, but not less often than annually, communicate to members of the Foundation and of the Society such matters and suggestions as he believes will tend to promote the welfare and increase the usefulness of the Foundation.
(d) Shall have such other powers as may be conferred upon him by the Board of Trustees. If at any time the President shall be unable to act, the President-Elect shall take his place and perform his duties.
Section 3. The Secretary:
(a) Shall keep a record of the proceedings of the Board of Trustees and of the members.
(b) Shall serve all notices required either by law or by the bylaws of the Foundation. In case of his absence, inability, refusal or neglect to do so, then such notices may be served by any person thereunto directed by the President.
(c) Shall keep the corporate seal of the Foundation.
(d) Shall discharge such other duties as pertain to his office and as are prescribed by the Board of Trustees.
Section 4. The Treasurer shall receive and deposit in such bank or banks as the Board of Trustees may direct, all the funds of the Foundation. The Treasurer may have the assistance of employees of the Foundation when appropriate, and if at any time the Treasurer shall be unable to act, the Trustees may elect a successor to serve in such capacity until the next annual meeting of the members. The Treasurer shall make a report at the Annual Meeting of the Foundation and at any other time when required by the President or by the Trustees.
Section 5. The Board of Trustees may require the furnishing of surety bonds in such amounts and for such officers and staff members as they may determine.
Article V - Committees
Section 1. The President of the Board of Trustees may from time to time appoint committees to act on behalf of the Foundation, subject to the approval of such action by the Board of Trustees.
Section 2. Each committee shall have such powers and duties as are given to it from time to time by the President of the Board of Trustees. Each committee shall have such powers and duties as are given to it from time to time by the President of the Board of Trustees.
Section 3. No committee shall contract any indebtedness or incur any liability without authority of the Board of Trustees.
Article VI - Meetings
Section 1. An Annual Meeting of Members shall be held immediately following the first meeting in the fiscal year of the Board of Governors of The Connecticut Society of Certified Public Accountants, Inc., without other notice than these bylaws, for the purpose of electing officers of the Foundation and for the transaction of such other business as may properly be brought before the membership.
Section 2. Special meetings of the membership may be called at any time by the President or by the Board of Trustees. Written notice of each meeting shall be mailed to each member at his last known address at least ten (10) days preceding the date of the meeting. Nine (9) members present in person shall constitute a quorum.
Section 3. Notice of any special meetings of the Board of Trustees shall be mailed or delivered to the Trustees at least three (3) days prior to the date of the meeting.
Section 4. Meetings of members may be held from time to time in such place or places in the state of Connecticut as may be ordered by the Trustees or stated in the notice of meeting. Meetings of the Trustees may be held within or outside the state of Connecticut. Nine (9) Trustees shall constitute a quorum.
Article VII - Fiscal Year - Finances
Section 1. The fiscal year of the Foundation shall begin on April 1 of each year and end on the 31st day of March of the year following.
Section 2. Revenue shall accrue to the Foundation from fees charged for such courses and conferences as may be offered, from grants, gifts, and bequests which may be accepted by the Trustees and from any other source the Trustees may deem appropriate within the purposes of the Foundation. Such revenues must be used wholly for the purposes set forth and anticipated under the provisions of the Articles of Incorporation of the Foundation and under these bylaws when applicable.
The Trustees shall cause accounts and records of the Foundation to be maintained. The auditors of the Society shall audit the annual financial statements. Each member of the Foundation shall be provided with a copy of the financial statements and the related audit report.
Article VIII - Seal
The Foundation shall have a common seal, consisting of a circle having conveniently arranged therein the name of the Foundation, or an abbreviation thereof, and the state and year of incorporation.
Article IX - Waiver of Notice
Notice of any meeting may be waived by a written waiver executed by the person entitled to notice. Any such waiver shall be made a part of the Minutes of the meeting to which it pertains and shall cause any action taken thereat to be as valid as if transacted at a meeting regularly called and noticed.
Article X - Amendments
These bylaws may be amended, repealed or altered in whole or in part upon the recommendation of a two-thirds vote of the Trustees, at a regularly called meeting of the Foundation. A copy of any amendment proposed for consideration must be mailed to the last recorded address of each member of the Foundation at least thirty (30) days prior to the date of the meeting at which balloting will take place. A two-thirds affirmative vote of the membership of the Foundation present in person is necessary for the adoption of any such amendment to the Bylaws.
Article XI - Prohibition Against Sharing in Corporate Earnings
No member, trustee, officer or employee of or member of a committee of or person connected with the Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Trustees, except that in no event are there to be amounts paid in violation of any prior section of these Bylaws dealing directly or indirectly with compensation to members, Trustees, or officers, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered, and paid over as provided in the Articles of Incorporation to such educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
