Article I (Classes of Membership)
Section 1
The membership of the Massachusetts Association of Accountants shall consist of “Full Members”, “Associate Members”, “Inactive Members”,
“Emeritus Life Associate”, “Student Members”, and “Non-resident Members”. Student Members shall include persons pursuing a course of study in accounting, business administration or related subjects in a college, university or Business School on a full-time basis. Non-Resident Members shall include accountants of other state or foreign countries. The qualifications and dues for Non-Resident Members shall be determined by the Board of Directors. Membership procedures and dues for Student Members shall be determined by the Board of Directors. All applicants for member ship must be of good moral character, shall pledge in writing to conform to the MAA rules of professional conduct and Massachusetts Regulatory Statutes; and, except for Non-Resident Members, shall be residents of the Commonwealth of Massachusetts.
Section 2
Persons in public practice who meet the requirements of any one of the following sub-sections shall be eligible as a FULL MEMBER in the association.
A. Possess a valid permit/license as a Public Accountant, Certified Public Accountant or such other title as may be granted under a state law for the
practice of accountancy for the public.
B. Be accredited in accountancy or taxation by the Accreditation Council for Accountancy and Taxation.
C. Be enrolled to practice before the Internal Revenue Service.
D. Possess either an associate degree or a baccalaureate degree with a minimum of twenty-four (24) semester hours in accounting.
E. Persons who are Full Members of the Massachusetts Association of Accountants prior to September 1, 1991, shall be deemed to have met the eligibility requirements enumerated in Section 2 of this Article. Thereafter, all applicants for Full Membership in the Association shall comply with the requirements on Section 4.
In addition to meeting one of the above requirements, each applicant for Full Membership shall be at least eighteen (18) years of age, be a citizen or legal resident of the United States, have at least two (2) years of experience in public practice, and can furnish satisfactory references as to their experience, character, and integrity.
The Massachusetts Association of Accountants adopts the Massachusetts State Board of Accountancy Rules and Regulations in their entirety and other governing agencies of its non-CPA members including the provisions for Continuing Professional Education.
Proof of Continuing Professional Education Credits shall be deemed fulfilled by a current license issued by the Massachusetts State Board of Accountancy or other governing agencies of its non-CPA members. In the absence of the aforementioned, the Secretary of the Massachusetts Association of Accountants shall require a written statement certifying the completion of such credits at the end of each two (2) year period in a manner to be determined by the Board of Directors. The Secretary and a committee created for such purpose shall be charged to audit these statements.
Section 3
Persons who meet the requirements of either one of the following subsections shall be eligible for Associate Membership in the association:
(a) Individuals or employees of accounting firms and tax practitioner firms.
(b) Individuals in government, financial institutions, private sector businesses, or non-profit entities, whose primary duties are in the field of accountancy.
Section 4
No Associate Member shall use the caption or designation “Member, Massachusetts Association of Accountants” or any words have the same meaning in any printed or written form. Associate Members shall have all rights and privileges of a Full Member except the rights to vote and hold office. No individual who qualifies as a Full Member under Section 2 of Article 1 may hold an Associate Membership in the Association.
Section 5
The Association, by a 2/3 vote at any regular meeting, may confer the title of Honorary Member upon any person recommended and approved by a 2/3 vote of the Board of Directors present and voting.
Section 6
An Inactive Member is one who was a Full Member for at least five (5) years and who has attained the age of 65 or over and has retired from active practice in public accountancy. Inactive Members do not possess rights and privileges of active members.
Section 7
The Board of Directors may confer the title of Emeritus-Life Associate on any former officer or director who has been approved by a 2/3 vote of the directors present and voting.
Article II (Admission to Membership)
Section 1
Application for membership in the Association must be made on a form approved by the Board of Directors. The Membership Committee shall investigate and evaluate the application of the candidate for temporary membership. The Board of Directors shall have the right of final acceptance or rejection of all applications and shall consider all communications received concerning any candidate prior to publication.
Section 2
An initiation fee of fifty per cent (50%) of the annual dues shall accompany each application for membership. No initiation fee shall be required for a student member.
Section 3
In the event of rejection of an application, the initiation fee shall be returned.
Section 4
If an applicant fails to be accepted as a member, no further application from such applicant shall be considered by the Association until at least one year from the date of non-acceptance.
Section 5
The Board of Directors shall have the power to prescribe rules and regulations pertaining to membership including the receipt and collection of dues, the issuing of certificates, and all other matters necessary to the proper administration of the membership not inconsistent with the Constitution and By-Laws of the Association.
Section 6
When an Associate Members or Student Member is qualified as a Full Member under the By-Laws of the Association, he shall automatically lose his
qualifications as an Associate Member or Student Member and become without any further action by the Association, a Full Member.
He shall be liable for the balance of the initiation fee, if any and a pro-rata charge of the dues, if any.
Section 7
Each newly elected Member shall be notified by the Executive Director to appear in person at a meeting of the Association to receive his certificate, except if, in the discretion of the Board of Directors, such an appearance is impossible, or impractical, the Board of Directors shall cause the certificate to be sent certified mail to the last known address of said member. Every certificate is the property of the Association and must be returned if canceled for whatever reason by the Board of Directors.
Section 8
A certificate denoting membership in the Massachusetts Association of Accountants shall be issued to each Member. The form of such Certificates must be approved by the Board of Directors and signed by the President and Secretary of the Association. Each Member accepting a Certificate does so with the provision that should he or she terminate or forfeit membership for any reason, such Certificate shall be returned to the Secretary of the Association.
A Membership Card approved by the Board of Directors may be issued to any member upon payment of the annual dues based upon terms and conditions established and approved by the Board of Directors.
Article III (Membership Dues)
Section 1
Amount: Each Member shall pay annual dues which shall be payable in advance on or before the first day of each fiscal year, for such fiscal year, in such amounts as shall have been determined by the Board of Directors. For purposes of determining dues and initiation fees, the Board of Directors may classify, Members according to such factors as it deems to be relevant and prescribe dues and initiation fees of different amounts for each class so created.
New Members: New Members shall pay dues pro rata for the fiscal year from the first of the calendar month in which they shall be elected.
Exemptions: Honorary Members shall be exempt from payment of dues.
Remission or Refund: The Board of Directors shall have authority in its discretion to remit or refund the dues of a member, in whole or part, if it is not contrary to the interests of the Association.
Interpretation: In any case where there is doubt as to the amount of dues to be paid, or if strict application of the then existing dues schedule appears unfair, the Board of Directors shall determine which rate shall apply and its decision shall be final.
Section 2
The Board of Directors may levy such additional assessments as are necessary to carry on the activities of the Association upon ratification by 2/3 majority of the members of the Association actually voting by referendum.
Section 3
If any member shall fail to pay an installment of dues within ninety (90) days after the same has become due, it will be the duty of the Executive Director to send by mail to such member who is in default, a notice to the effect that unless such dues are paid within fifteen (15) days thereafter, such member is subject to suspension, provided that any member whose dues delinquency shall extend six (6) months will be subject to immediate suspension without further notice.
Section 4
If any member shall have been suspended for non-payment of dues, and his record discloses no complaints or charges, he may be eligible for reinstatement by forwarding a written request to the executive office and paying one year’s past dues in full and one year’s current dues.
Section 5
Any member who becomes totally disabled may apply in writing for a waiver of dues for the duration of total disability. Such application may be made to the Board of Directors.
Section 6
All initiation fees should be deposited in the Special Dues Fund of the Association by the Treasurer. Any withdrawal from the Special Dues Fund may be approved by a 2/3 vote of the Board of Directors provided these funds are used for legal or legislative purposes only.
Section 7
Income received from the investment of initiation fees from the so-called Special Dues Fund shall be transferred to the General Fund and become available for current purposes.
Article IV
Section 1 (Officers of the Association)
The Officers are as follows:
President
First Vice President
Second Vice President
General Secretary (Clerk of the Association)
Treasurer
All of the above Officers shall be elected for a term of one year. The Association shall have other officers as the Board of Directors may from time to time determine. Only Full Members who are in good standing for at least the prior (5) years shall be eligible to be Officers. Full members who do not possess a valid permit/license* shall be eligible to become Officers of the Association provided the total of Officers not holding a valid permit/license* does not exceed a percentage determined by a fraction of unlicensed members over the total membership. This percentage will be determined January 1 of each year. The Executive Director of the Association need not be a Full Member.
Section 2 (Election of Officers)
They shall be chosen by ballot at annual meetings of the Association. In case no candidates for any office shall receive a majority vote of the members present, the Association shall proceed immediately to vote again, omitting the candidate who had received the smallest number of votes.
The President’s tenure in office shall be limited to a term of two full years.
The Executive Director shall be selected and employed by the Board of Directors.
Section 3 (Nomination of Officers and Directors)
Nominations for the various Officers and Directors shall be submitted by a Nominating Committee appointed by the President as hereinafter provided or by any member from the floor at the time of the annual election. Nominations shall be in accordance with Section 1 of this Article.
Section 4 (Removal of Officers)
Any Officer may be removed for cause by a two-third vote of the members present in person at a special meeting called to consider the charge against the officer.
Due notice of such charge and meeting having been sent to the Officer by registered mail or certified mail not less than two weeks before the date set for such meeting. The officer may have the benefit of legal counsel at such meeting.
Section 5 (Vacancies of Officers)
Should a vacancy exist in the office of President, the First Vice President shall become acting President.
Should a vacancy exist in the office of First Vice President, the Second Vice President shall become acting First Vice President.
General Secretary, Treasurer and Executive Director shall be filled by a majority vote of the Board of Directors if a vacancy occurs.
Article V
Section 1
The President shall preside at all meetings of the Association and the Board of Directors.
He is an ex-officio member of all committees. He may appoint any committee that he may deem advisable to promote the welfare of the Association.
He may suspend and temporarily remove any committee man appointed by him for neglect of duty, gross inefficiency, or violation of the Constitution and By-Laws. He may make an annual report to the membership present at the annual meeting. He may call special meetings at his discretion and also upon written petition of not less than five (5) members who are in good standing. He shall appoint the members of standing committees.
He shall, by January 31st appoint a Nominating Committee of five (5), none of whom shall be an officer, but one of whom shall be a member of the Board of Directors whose term has more than one (1) year to run.
He shall join with other officers as herein provided in signing Certificates of Membership, checks, drafts, notes, deeds and any other written instruments issued by and in the name of the Association.
He shall receive an annual expense allowance as determined by the Board of Directors.
Section 2
The First Vice President shall have such powers and shall perform such duties as are or shall be prescribed by the By-Laws, the Board of Directors or the President.
In case of the disability of the President to perform his duties, or absence from any meeting where his presence would be required, he shall perform the duties of the President during the continuance of such disability or absence.
If the office of the President shall become vacant, the First Vice President shall thereupon become Acting President of the Association for the unexpired term.
Section 3
The Second Vice President shall have such powers and shall perform such duties as are or shall be prescribed by the By-Laws, the Board of Directors or the President.
In case of the disability of the First Vice President to perform his duties, or his absence from any meeting where his presence would be required, he shall perform the duties of the First Vice President during the continuance of such disability or absence.
If the office of the First Vice President shall become vacant, the Second Vice President shall thereupon become the Acting First Vice President of the Association for the unexpired term.
Section 4
The General Secretary shall have custody of corporate papers, records and the Seal. He shall affix the Seal where so required by law or by the By-Laws or whenever directed by the President or the Board of Directors and shall attest same by his signature.
He shall issue the notices for all meetings and shall faithfully record the proceedings thereof in the minute book.
He shall be responsible for the preparation and publishing and distribution of all association publications: “MAA-GRAM,” etc.
He shall perform any other duties usually pertaining to his office and shall deliver all records and property of the Association which are in his custody to his successor in office. He shall receive an annual expense allowance as determined by the Board of Directors.
Section 5
The Executive Director shall conduct the correspondence of the Association notifying new members of their election to the Association and keep such a register of the membership as the Board of Directors may decide.
He shall bill the members for dues and assessments, collect same, turning the money over to the Treasurer.
He shall conduct the affairs of the Association under the supervision of the President; perform duties and functions of the General Secretary and Treasurer as delegated by these Officers; perform duties and functions as determined by the Board of Directors.
He shall give bond for the faithful performance of his duties.
He shall make written monthly reports of all his activities to the President and Board of Directors.
He shall receive compensation and expense allowances as determined by the Board of Directors.
Section 6
The Treasurer shall have the custody of securities and funds belonging to the Association. He shall receive all monies accruing thereto from the Executive Director and shall deposit in the name of the Association in a bank approved by the Board of Directors and shall pay all bills or vouchers provided in the Budget by check, countersigned by the President.
He shall keep a double entry set of books of account, consisting of a General Ledger, Cash Receipts Book, Cash Disbursements Book and a General Journal.
He shall render a financial report at all regular meetings of the Board of Directors and at the Annual Meeting of the members.
He shall perform any other duties usually pertaining to his office and shall deliver all records and property of the Association which are in his custody to his successor in office.
He shall receive an annual expense allowance as determined by the Board of Directors.
Article VI (Board of Directors)
Section 1
There shall be a Board of Directors consisting of no less than twelve (12) and no more than Sixteen (16) members, including officers who shall be elected by ballot at the annual meeting of the Association. Members of the Board of Directors shall be Full Members provided the total of Directors not holding a valid permit/license* does not exceed a percentage determined by a fraction composed of unlicensed members over the total membership. This percentage to be determined January 1 of each year.
Seven (7) members of the Board of Directors shall constitute a legal quorum at any meeting thereof, provided that the total of those present and voting not holding a valid permit/license* does not exceed a percentage determined by a fraction composed of unlicensed members over the total membership. This percentage to be determined January 1 of each year.
Elected officers of the Association are automatically members of the Board of Directors. They also have a vote on the Board.
At the annual meeting, there shall be elected directors for a three (3) year term to fill the vacancies of directors whose three-year terms have expired.
The Board of Directors shall have power to fill vacancies occurring on the Board until the next annual meeting.
The President and General Secretary shall be Chairman and Clerk respectively of the Board. The President or Acting Chairman shall vote only to dissolve a tie.
“Roberts Rules of Order” shall be the governing procedures of the Board.
The immediate Past President automatically becomes a member of the Board of Directors with power to vote.
The President of each duly recognized Chapter shall be an ex-officio member of the Board, but without a vote.
Meetings of the Board shall be held at such times and places as the majority of the members thereof may elect, and special meetings may be held on call of the Chairman, by giving written notice to each member not less than six (6) days prior to the date of such meeting. At such special meeting, only such matters shall be acted upon as were names in the notice.
A director who does not attend three (3) consecutive Board meetings shall be liable to suspension as a director by the Board of Directors.
The Board shall have the general management and control of all affairs, fund, and property of the Association subject only to directions by general meetings thereof and in the interim between such meetings, it shall be clothed with all the powers possessed by the Association which may lawfully be delegated to such a body.
The Board of Directors shall approve all applications for admission as submitted by the Membership Committee and from its decision as such, there shall be no appeal.
No member of the Association may hold office as a director for more than three (3) complete terms (nine (9) years).
Section 2
A. The Board of Directors shall pass upon all expenditures of Association Funds and no bills shall be paid without its approval except that the President or General Secretary may order payment of any bill not more than $2,000.00.
B. Sitting as a Board of Review, it shall adjudicate all findings of the Grievance Committee relative to violation of these By-Laws or for unprofessional conduct, and shall have the power to suspend any member guilty of such charges, Appeal from a sentence of expulsion may be taken to the Association at Large if presented within sixty (60) days but it shall require a three-fourths vote of the members present at a duly called meeting to reverse such sentence.
C. It shall have power to suspend any member who has been for ninety (90) days “in arrears” in payment of his dues and to expel any member who is persistently delinquent in payment of such arrears. It shall have the power to cancel a member’s arrears if such action seems advisable.
D. It shall have the power to order the issuance of a duplicate certificate of membership on receipt of satisfactory evidence of the loss or destruction of the original; but a reasonable charge shall be made for such duplicate and it shall be subject to return as provided herein for the original.
E. In general, it shall be the duty of the Board to see to the carrying out of the purposes for which the Association exists, and it shall be clothed with all the powers necessary thereto.
F. Any member of the Board may be removed for cause in the same manner as provided for officers.
G. There shall be an annual review and the report shall be distributed to the Officers and to the Board of Directors.
Article VII (Standing Committees)
Section 1
- Standing Committees are as follows:
- Accounting Practice and Continuation
- Awards and Scholarships
- Budget, Finance and Review Committee
- Constitution and By-Laws
- Ethics and Grievances
- Executive
- Insurance
- Investment
- Legislative and Regulatory Oversight
- Membership
- Nominating
- Personnel
- Program and Education
- Publications and Public Relations
- Liaison Committees
- Bankers
- Bar Associations
- Board of Public Accountancy
- Administrative and Peer Review Committees
- Internal Revenue Service
- Massachusetts Department of Revenue
- National Organizations
Section 2 (Miscellaneous)
The President shall make appointments to all standing committees, with the exception of the Executive Committee, for the ensuing calendar year.
All Standing Committee budgets for the ensuing year must be submitted, in writing, by the Committee Chairmen to the Board of Directors on or before March 1 of each fiscal year.
Article VIII (Meetings)
Section 1
The fiscal year shall commence on May 1st of each year.
Section 2
The annual meeting shall be held in the month of May at such time and place as the Board of Directors may decide. The General Secretary shall give a twenty-one (21) day written notice to the membership prior to the meeting.
The annual meeting shall provide for nominations and elections of all officers and members of the Board of Directors.
The Board of Directors shall provide for the installation of incoming officers and directors.
Section 3
General Membership meetings may be called at any time by decision of the President with proper notice.
Special meetings may be called by the President or by the General Secretary to the membership at least six (6) days before the meeting.
Section 4
Written notice of all meetings shall be sent by the General Secretary to the membership at least six (6) days before the meeting.
On special meetings the notice shall state the purpose of the meeting and no other business shall be transacted.
Section 5
Twenty (20) Full Members of the membership present constitutes a legal quorum.
Only Full Members may vote (provided the total of Full Members voting who do not hold a valid license/permit* does not exceed a percentage determined by a fraction composed of unlicensed members over the total membership. This percentage to be determined January 1 of each year).
“Roberts Rules of Order” shall govern procedures of meetings.
Article IX (Suspension or Expulsion of Members)
Section 1
A member renders himself liable to suspension or expulsion if:
A. He or she refuses or neglects to give effect to any decision of the Association, or of the Board of Directors, or
B. Violates any of these By-Laws or any of the Rules of Professional Conduct as approved by the Board of Directors, or violates the Regulatory Statutes of a State Board of Accountancy, including related Rules and Regulations adopted, or,
C. His or Her license to practice accountancy, Internal Revenue Service Enrollment or Accreditation Certificate is withdrawn or refused by any State or Territory of the United States the Internal Revenue Service or the Accreditation Council (whichever membership requirement applies under Article I. Section 2), and such withdrawal or rejection remains in effect or
D. Has been declared by a court of competent jurisdiction to have committed any fraud or to be insane or to be otherwise incompetent, or
E. He/she is found by the Ethics and Grievances Committee to be guilty of any act that reflects discredit upon the accountancy profession. or
F. He or she is convicted of a crime involving moral turpitude.
Article X (Charges, Trials and Penalties)
Section 1
Any complaint or charge against a member under Article IX shall be filed in writing with the Board of Directors who shall forward same to the Committee on Ethics and Grievances.
Section 2
The Committee on Ethics and Grievances shall consider the charges in the complaint. If, after considering the charges, the Committee by majority vote does not consider that a violation has been committed, the Committee shall dismiss the complaint by notice, in writing, to the complainant and the Board of Directors. If the Committee shall fail to act thereon within ninety (90) days after such complaint is received by it, the member filing the complaint may present the complaint in writing to the Board of Directors for investigation and decision.
The Plaintiff and/or defendant may appeal the decision of the Ethics and Grievances Committee to the Board of Directors. If the Board of Directors considers it worthy of review, at a special meeting of the Board of Directors, the plaintiff and defendant and any other witnesses, upon written notice shall appear and give testimony.
The Board of Directors’ decision will be final unless overruled by the Association at Large (See Article VI, Section 2, Subsection B).
Article XI (Executive Committee)
Section 1
The Executive Committee shall consist of the President, three immediate Past Presidents, and three members of the Board of Directors appointed by the President.
Section 2
The purpose of this Committee is to have an active group, in an advisory capacity to the President.
Article XII (Nominating Committee)
Section 1
This Committee shall consist of five (5) Full Members, none of whom shall be an Officer, but one of whom shall be a member of the Board of Directors whose term has more than one year to run.
Section 2
It shall be the duty of this Committee to prepare a slate of officers and directors to be voted upon at the next annual meeting. It shall render its report to the General Secretary in time to be included in the “MAA-GRAM” for the May meeting and shall also render its report to the membership in attendance at the May meeting.
Additional nominations may be made from the floor at this meeting.
Section 3
All candidates for office must be present.
Full members in good standing are allowed to participate in the nominations and in the voting.
Article XIII (Amendments to By-Laws)
Section 1
The membership attending an annual meeting or special meeting called for this purpose may amend these By-Laws according to Section 4 of this Article by a two-thirds (2/3) vote of the Full Members present and entitled to vote provided the total of Full Members voting who do not hold a valid permit/license* does not exceed a percentage determined by a fraction composed of unlicensed members over the total membership. This percentage to be determined January 1 of each year.
Section 2
No amendment to the By-Laws shall he considered unless submitted in writing in advance to the Chairman of the Constitution and By-Law Committee or the Executive Office for transmittal to the Chairman of the Constitution and By-Law Committee.
Section 3
All amendments proposed by the By-Laws Committee shall be signed by at least three (3) Full Members in good standing, provided that the total of Full Members signing who do not hold a valid permit/license* does not exceed a percentage determined by a fraction composed of unlicensed members over the total membership. This percentage to be determined January 1 of each year.
Section 4
A notice of proposed amendments to the By-Laws shall be sent to all members at least twenty-one (21) days prior to the special or annual meeting, provided however that in the event an official bulletin or periodical is issued by the Association and a copy is mailed to members only in accordance with the above time limit, then the notice of proposed amendments may be published in such official bulletin or periodical in lieu of notice. The publication of proposed By-Law amendments shall indicate the names of the sponsoring members.
Section 5
Any proposed amendment to the By-Laws that has not been submitted in this manner as required in this Article XIII may be presented for consideration at the annual or special meeting by a three-quarters (3/4) vote of the Full Members present and entitled to vote, provided the total of Full Members present and entitled to vote who do not hold a valid license/permit* does not exceed a percentage determined by a fraction composed of unlicensed members over the total membership. This percentage to be determined January 1 of each year.
Section 6
The Constitution and By-Laws Committee shall review all proposed amendments and shall report its recommendations to the members assembled at the annual or special meeting.
Article XIV (Code of Ethics)
Section 1
It shall be the duty of the Board of Directors upon the recommendation of the Committee on Ethics and Grievances to approve and publish a Code of Ethics and Rules of Professional Conduct.
Article XV (Miscellaneous)
Section 1
The fiscal year of the Massachusetts Association of Accountants shall end on the 30th day of April of each year.
Section 2
All references made herein made in the male gender denote both male and female gender.
* Holding a valid permit/license issued by the Massachusetts Board of Public Accountancy
** By-Laws of the Massachusetts Association of Accountants as of May 24, 2012.