Constitution

Article I

The name of the corporation is Massachusetts Association of Accountants.

Article II

The Association is organized for the purpose of elevating and maintaining amongst its members a high standard of proficiency and integrity in the
professional practice of public accountancy; to promote and protect the interest of public accountants in Massachusetts; to cultivate professional
cooperation amongst its members; to establish goodwill and understanding between the general public and the public accounting profession throughout
Massachusetts.

Acting through its Board of Directors, its President and other Officers, subject to the Constitution and By-Laws; to do such acts as are necessary to
the attainment of the objects and purposes as herein set forth, and to the same extent as any natural person might or could do.

To purchase, lease, hold, sell, mortgage or otherwise acquire or dispose of real or personal property, to enter into, make, perform or carry out contracts
of every kind with any person, corporation or association.

To borrow, raise monies for any of the purposes of the corporation and, from time to time, without limit as to amount to draw, make, accept,
endorse, execute, and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable
instruments and evidences of indebtedness; and to secure the payment of any thereof, and of the interest therein; by mortgage upon, or pledge,
conveyance, or assignment in trust of the whole part or any part of the property of the corporation whether at the time owned or thereafter Acquire;
and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

Article III

This corporation is a nonprofit corporation. It shall have the right to collect dues, levy assessments, and do any other activities incidental to carrying out
the objects of the Massachusetts Association of Accountants.

Article IV

The private property of the members shall not be subject to the payment of corporation debts.

Article V

The corporation shall have perpetual existence.

Article VI

Section 1

The membership of the Massachusetts Association of Accountants shall be as follows:
Full Members
Associate Members
Inactive Members
Honorary Members

Section 2

The qualifications of members of the Association shall be in accordance with standards prescribed by the By-Laws of the Association.

Section 3

The rights, privileges and obligations of membership in the Association, and the remedies for the violation of such, shall be prescribed by the By-Laws
of the Association.

Article VII

The governing body of the Association shall be its Board of Directors, who shall be elected by the members of the Association in accordance with the procedures prescribed by the By-Laws of the Association.

Article VIII

The Seal of the Association shall be a band or scroll on which shall be inscribed, “Massachusetts Association of Accountants”; and within the band or scroll shall be the words; “Integrity, Unity, Fidelity”.

Article IX

The Corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon members herein are granted subject to this reservation. Amendments to this Constitution may be made at any Annual Convention. The corporation may, in its By-Laws, confer powers upon its Board of Directors in addition to the powers specifically conferred herein, and in addition to the powers and authorities expressly conferred upon it by statute.