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MaSEA BYLAWS

Massachusetts Society of Enrolled Agents

2014

These bylaws include the proposed changes to approved by the membership on JUNE 12, 2014

Powering America’s Tax Experts

BYLAWS OF

MASSACHUSETTS SOCIETY OF ENROLLED AGENTS, INC.

TABLE OF CONTENTS

ARTICLE DESCRIPTION PAGE

I NAME, OFFICES, PURPOSES AND RESTRICTIONS 2

II DEFINITIONS AND PARLIAMENTARY AUTHORITY 2

III MEMBERS AND ASSOCIATES 3

IV MEMBERSHIP DUES AND ASSESSMENTS 5

V MEMBERSHIP STATUS: TERMINATION, SUSPENSION AND DISCIPLINE 5

VI MEETINGS OF MEMBERSHIP AND ANNUAL MEETING 6

VII DIRECTORS 8

VIII BOARD OF DIRECTORS MEETINGS 9

IX OFFICERS 10

X COMMITTEES 11

XI CHAPTERS 12

XII FISCAL YEAR 13

XIII EXECUTION OF INSTRUMENTS AND GIFTS 13

XIV CORPORATE RECORDS, REPORTS AND SEAL 13

XV BYLAWS 14

XVI PROHIBITION AGAINST SHARING SOCIETY PROFITS AND ASSETS 14

XVII DISSOLUTION 15

XVIII EMPLOYMENT 15

XIX INDEMNIFICATION AND INSURANCE 15

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ARTICLE I: NAME, OFFICES, PURPOSES AND RESTRICTIONS

1.01 NAME

The name of this organization is the Massachusetts Society of Enrolled Agents, Inc. (Society). The Society is a nonprofit, mutual benefit corporation and is a chartered affiliate of the National Association of Enrolled Agents, Inc. (NAEA).

1.02 PRINCIPAL OFFICE

The principal office of the Society shall be located within the Commonwealth of Massachusetts. The Board of Directors may change the exact location/address of the principal office by majority vote.

1.03 OTHER OFFICES

The Society may also have offices at such other places within the United States of America where it is qualified to do business as may be required by the Board of Directors.

1.04 CHAPTERS

The Society may establish Chapters within the Commonwealth of Massachusetts.

1.05 PURPOSES

The purposes of the Society include:

a. Advancement and improvement of all aspects of the profession of Enrolled Agents (the profession) through meetings, communications, publications, education and other programs and activities;

b. Articulating and advocating the needs and interests of the profession before legislative, administrative and judicial branches of government;

c. Cooperating on behalf of the profession with persons and businesses directly and through their organizations in matters involving the business and governmental affairs of the profession; and

d. Promulgating policies and activities for the betterment of all those individuals involved in some aspect of the profession.

1.06 RESTRICTIONS

All policies and activities of the Society shall be consistent with:

a. Applicable federal, state and local corporate law, antitrust, trade regulation or other legal requirements;

b. Applicable tax exemption requirements; and

c. Applicable Bylaws of the National Association of Enrolled Agents, Inc.

ARTICLE II: DEFINITIONS AND PARLIAMENTARY AUTHORITY

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2.01 CIRCULAR 230

"Circular 230" means the United States Treasury Department Circular 230, 31 Code of Federal Regulations Subtitle A, Part 10, as amended.

2.02 MEMBER

"Member" shall refer to the voting Active Members and Members Emeritus.

2.03 Associate

"Associate" shall refer to any individual who is not an enrolled agent and who is engaged in some aspect of the practice of tax.

2.04 NOTICE

Any reference to the time a notice is given or sent in these Bylaws means the time a written notice by mail is deposited in the United States mails, postage prepaid; or the time any other written notice is delivered to a common carrier for transmission; the promulgation of the notice by electronic means; or any combination of these means which ensures full distribution. The official time shall be the last time of promulgation.

2.05 TERMS

As used in these Bylaws:

a. The present tense includes past and future tenses and the future tense includes the present tense;

b. The masculine gender includes the male and female genders;

c. The singular number includes the plural number and the plural number includes the singular number;

d. The word "shall" is mandatory and the word "may" is permissive;

e. The words "corporation" and "Society", and the acronym "MaSEA" mean the Massachusetts Society of Enrolled Agents, Inc.

2.06 PARLIAMENTARY AUTHORITY

Unless otherwise specified in these Bylaws, the rules contained in the current edition of Robert's Rules of Order Revised shall govern the Society in all cases to which they are not inconsistent with the law.

ARTICLE III: MEMBERS AND ASSOCIATES

3.01 MEMBERSHIP CLASSIFICATIONS AND QUALIFICATIONS

The Society shall have two classes of members: Members and Members Emeritus. The Society recognizes the dual membership requirement of the NAEA and requires that both Members and Members Emeritus be in good standing with both NAEA and the Society. The property, voting, and other rights, interests and privileges of each member shall be equal.

a. Members are those persons currently in practice, holding a valid Enrollment Card issued by the United States Treasury Department, Internal Revenue Service

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b. Members Emeritus are those members who have held an active Society or NAEA membership for five (5) years or more and have retired from practice. They need not fulfill the continuing professional education (CPE) requirements outlined in Section 3.07 of these Bylaws. The Board of Directors may waive the requirement of membership for the preceding five (5) years.

3.02 ASSOCIATESa. Associates are entitled to all the benefits that Members of the Society enjoy, except that they shall not be allowed to vote on any issue brought before the Members, nor allowed to hold elective or appointive office.

b. Associates may include Attorneys, Certified Public Accountants, Enrolled Actuaries, etc., who are recognized to practice before the Internal Revenue Service under the provisions of Circular 230, and who are not eligible for membership as Enrolled Agents.

3.03 CERTIFICATE OF MEMBERSHIP or ASSOCIATION

Each Member shall receive a suitable certificate which shall remain the property of the Society. Upon termination of membership, the Member or Associate must return the certificate to the Society.

3.04 MEMBERSHIP RECORD

The Society shall keep a record of Members and Associates containing the name, address and enrollment number where applicable, of each Member and Associate. Members and Associates are expected to provide change of address information to the Secretary of the Society in a timely manner to ensure accurate listings. Termination of the Membership or Association of any person shall be recorded in, together with the date on which such Membership or Association ceased. Such record shall be kept by the Secretary and shall be available for inspection by the Directors or membership of the Society during regular business hours.

3.05 OBLIGATIONS of MEMBERS and ASSOCIATES

Each Member and Associate of this Society agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board of Directors or the Members of the Society. In particular, without limitation, each Member and Associate shall fulfill the CPE requirements as promulgated by the Society. Members shall annually report to the NAEA the fulfillment of those requirements. Associates shall report annually to the Board of Directors of the Society. Members and Associates shall abide by the Code of Ethics and Rules of Professional Conduct of the NAEA, the rules of the Treasury Department Circular 230 and these Bylaws.

3.06 CONTINUING PROFESSIONAL EDUCATION (CPE) REQUIREMENTS

All Members and Associates shall fulfill the CPE requirements defined by NAEA. The required hours shall be prorated for new Members and Associates.

3.07 LIABILITY

No Member or Associate shall be personally or otherwise liable for any obligations of the Society.

3.08 COMPENSATION

No person who holds office in the Society shall be employed by the Society except as an educational instructor. Members who serve in volunteer or elective positions and Associates who serve in volunteer positions for the

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Society shall do so without remuneration; however, the Board of Directors may allow reimbursement for actual and necessary expenses incurred for Society business.

3.09 SOCIETY RECORDS

All official correspondence, papers and records in the possession of Members when serving as officers, directors or members of committees are the property of the Society and shall be turned over to their successors upon completion of their tenure in office.

ARTICLE IV: MEMBERSHIP DUES AND ASSESSMENTS

4.01 SETTING ANNUAL DUES

The Board of Directors shall set the amount of the annual dues for Members and Associates. The amount of the annual dues shall be noticed to Members and Associates no later than sixty (60) days after the Board of Directors has voted to change the annual dues or ninety (90) days prior to the close of the fiscal year, whichever occurs first.

4.02 PAYMENTS OF DUES

Membership dues are due and payable annually per methods approved by the NAEA Board, in the case of Members, or the MaSEA Board in the case of Associates

4.03 ASSESSMENTS

The Board of Directors, upon affirmative vote of two thirds of the Directors, may levy such additional assessments as are necessary to carry out the activities of the Society.

ARTICLE V: MEMBERSHIP STATUS - TERMINATION, SUSPENSION AND DISCIPLINE

5.01 TERMINATION OF MEMBERSHIP OR ASSOCIATION

Membership or Association shall terminate whenever any of the following events have occurred:

a. Resignation of Member or Associate delivered in writing to the President or Secretary of the Society;

b. Expiration of period of Membership or Association, unless Membership or Association is renewed on the renewal terms fixed by the Board of Directors;

c. Failure to satisfy or to continue to satisfy Membership or Associate qualifications;

d. Occurrence of any event that renders a Member or Associate ineligible for membership.

5.02 SUSPENSION AND TERMINATION OF MEMBERSHIP OR ASSOCIATION

a. Nonpayment of Dues: All rights and privileges of Membership or Association shall automatically be suspended for nonpayment of dues or assessments thirty (30) days after the due date. Membership or Association shall automatically terminate when a Member or Associate fails to pay dues within seventy-five (75) days after the due date.

b. Non-reporting of CPE

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1 .Members: All rights and privileges of Membership shall automatically be suspended for non-reporting of the fulfillment of the CPE requirement thirty (30) days after the due date for reporting to the NAEA. Membership shall automatically terminate when a Member is delinquent with this requirement seventy-five (75) days after the NAEA due date.

2. Associates: All rights and privileges of Association shall automatically be suspended for non-reporting of the fulfillment of the CPE as required in section 3.06.

c. In the event of hardship or extenuating circumstances, the Board, on written request, may waive the payment of delinquent dues and/or CPE required hours.

5.03 REINSTATEMENT

Any Member terminated within the previous six months for the nonpayment of dues or the non-reporting of required CPE hours, and whose record shows no complaint or charges pending before the Ethics and Professional Conduct Committee, may be eligible for reinstatement.

5.04 STATUS WITH THE INTERNAL REVENUE SERVICE

a. Any Member or Associate whose enrollment to practice before the Internal Revenue Service (IRS) is temporarily suspended for any reason by the issuing authority, shall be automatically suspended from membership or Association during the period of suspension to practice before the IRS. Any Member or Associate whose enrollment to practice before the IRS is permanently terminated by the issuing authority shall be automatically expelled from the Society.

b. Notwithstanding any other provision of these Bylaws, any person who is not allowed to practice before the IRS by virtue of acceptance of a position in government service, if said reason is the sole reason for not being able to practice before the Service, shall be eligible for Membership or Association in the Society provided said person meets all other criteria of Membership or Association.

5.05 DISCIPLINE

A Member or Associate may be disciplined (which may include private or public censure, suspension or expulsion) if:

a. Member or Associate violates the Society Bylaws, Code of Ethics, Rules of Professional Conduct or Circular 230.

b. A Member or Associate is determined by the Board of Directors to have been guilty of an act discreditable to the profession.

c. A Member or Associate is convicted of a felony or is judged of unsound mind by a final order of a court.

d. A Member or Associate purports to represent the official position of the Society without prior approval of the Board of Directors. Directors and Committee Chairs shall have the authority to represent the Society in matters regarding their respective positions.

Actions against a member under this Section shall be processed in accordance with the Ethics and Professional Conduct Standing Operating Procedures adopted by the Society and incorporated into these Bylaws by reference.

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ARTICLE VI: MEETINGS OF MEMBERSHIP AND ANNUAL MEETING

6.01 REGULAR MEETINGS

Periodic meetings of Members and Associates shall be held at the principal office of the Society or at such other place or places as may be designated by the Board of Directors.

6.02 ANNUAL MEETING

Effective in 1993, the Members and Associates shall meet annually during the month of June at a time and place to be determined by the Board of Directors. The purpose of the Annual Meeting, in part, is for electing Directors and Officers and transacting such other business as may come before the meeting.

a. Call to the Annual MeetingThe President of the Society shall issue an official call to the Annual Meeting at least forty- five (45) days prior to the date fixed for holding said Annual Meeting. The Secretary of the Society shall issue the notice of the Annual Meeting, the notice to each Member and Associate shall be in writing and shall include:

1. An agenda for the business sessions;

2. The report of the Nominating Committee for the election of Officers and Directors;

3. The text of any proposed bylaw change with the analysis of the Bylaws Committee including minority reports, if any; and

4. The text of any matters requiring the vote by Members with provision for a majority and minority report and recommendation as to the voting matters.

b. Election of Officers and Directors

Officers and Directors of the Society shall be elected at the Annual Meeting. Nominations in addition to the Nominating Committee's report may be made from the floor of the Meeting by any Member.

6.03 SPECIAL MEETINGS

Special meetings of the Members may be called by the President or by one (1) less than the majority of the Board of Directors or by a petition signed by fifteen percent (15%) of the Members of record, with their addresses, on the date the petition is received at the principal office of the Society. The Secretary shall promptly attest that the number of signatures appearing on such petition is sufficient to comply with the fifteen percent requirement and that the signatures and addresses are apparently valid. The Board of Directors shall designate the time and place of a special meeting and issue written notice of the meeting at least twenty (20) days prior to such meeting. The notice shall be sent by U.S. mail or electronic communication to each Member of record using the contact information shown on the books of the society. The notice shall contain an agenda of topics to be considered. A special meeting of the Society may be called for any lawful purpose. No business, other than the business the general nature of which is set forth in the notice of the meeting, shall be transacted at a special meeting of the Membership.

6.04 QUORUMS

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A quorum at the Annual Meeting shall be a majority of the Members registered for the Meeting. A quorum for a regular meeting shall be a majority of the Members registered for the meeting. A quorum for a special meeting shall be fifteen percent (15%) of the Members of record of the Society.

The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum, except in the case of a special meeting where a quorum must be maintained to continue transacting business.

6.05 VOTING

Each voting Member in good standing is entitled to one (1) vote on each matter that is submitted to a vote of the Members at a regular meeting, Annual Meeting or special meeting. Voting at duly held meetings may be by voice vote; however, election of Officers and Directors may be by secret ballot. All matters before the regular meeting, convention or special meeting shall be decided by a majority of the Members registered, present and voting, except bylaw changes as provided in Article XIV, Section 14.02. Cumulative and proxy voting is prohibited.

6.06 CONDUCT OF MEETINGS

Meetings of Members and Associates shall be presided over by the President of the Society, or in his/her absence, by a ranking Vice President or in their absence, by a chairperson chosen by a majority of the voting Members present. The Secretary of the Society shall act as secretary at all meetings of Members, except that in the Secretary's absence the presiding officer shall appoint another Member to act as secretary for the meeting.

ARTICLE VII: DIRECTORS

7.01 THE BOARD OF DIRECTORS

The Board of Directors of the Society shall consist of five (5) Directors at Large, the Immediate Past President and the officers of the Society for a total of eleven (11) Members. If the Immediate Past President is unable to serve, an additional Director at Large shall be elected to a one (1) year term of office.

7.02 QUALIFICATIONS AND TERMS OF OFFICE

Only Members in good standing shall be eligible to serve as members of the Board of Directors. Directors at Large shall be elected to serve a two (2) year term. Two directors shall be elected in even numbered years and three directors shall be elected in odd numbered years. Directors may not serve more than two consecutive terms.

7.03 DUTIES AND RESPONSIBILITIES

The Board of Directors shall be the governing body of the Society and shall have the authority and responsibility for the supervision, control and direction of the Society. Specific responsibilities of the Board of Directors include:

a. Appoint and remove, employ and discharge, and except as otherwise noted in these Bylaws, prescribe the duties and fix the compensation, if any, of all agents and employees of the Society;

b. Supervise all officers, agents and employees of the Society to ensure that their duties are properly performed;

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c. Meet at such times and places as required by these Bylaws, provided, however, that a minimum of two (2) meetings per year are held by the Board of Directors;

d. Require that special meetings of Members be called whenever and as often as they deem necessary and whenever demanded by the required number of Members as provided in these Bylaws;

e.Within sixty (60) days of the end of the Society's fiscal year, the Board of Directors will appoint an Audit Committee. The review/audit report shall be made a permanent record of the Society's Board of Directors' minutes and of the general minutes. The report shall be published and provided to the Members and Associates within thirty (30) days after its finalization. The review/audit report must cover one (1) full year of operation of the Society, unless circumstances warrant a review or audit for a shorter period of time. Approval of a shorter period of time requires approval of two-thirds (2/3) of the Board of Directors and the circumstances must be published with the report.

7.04 REMOVAL OF DIRECTORS

A director shall be removed from office for unexcused absence at two (2) scheduled meetings of the Board of Directors per year or for just cause by two-thirds (2/3) vote of the Board of Directors.

7.05 VACANCIES

If a Directorship becomes vacant for any reason, the Board of Directors shall select a Member to fill the vacancy until the next Annual Meeting at which time the Membership shall elect a director to serve any remaining term.

7.06 EXECUTIVE DIRECTOR

The Board may engage an Executive Director who will perform such duties as are prescribed by the Board. The Executive Director will be an ex officio non-voting member of the Board. The Executive Director will have a written employment contract.

ARTICLE VIII: BOARD OF DIRECTORS MEETINGS

8.01 CALL OF MEETINGS

A meeting of the Board of Directors may be called by the President, or upon written request of four (4) members of the Board of Directors.

8.02 TIME, PLACE AND NOTICE OF MEETINGS

The time and place for all meetings of the Board of Directors shall be fixed and determined by the President with the approval of the Board of Directors. Notice of the time and place of said meetings shall be given to the Members and Associates.

8.03 OPEN MEETINGS

All Board of Directors meetings shall be open to the Members and Associates except when an ethics or professional conduct issue or personnel issue is to be addressed. Members and Associates attending open Board of Directors meetings shall be heard.

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8.04 QUORUM

A quorum at a meeting of the Board of Directors shall be a majority of the number of Directors of record at the time of the meeting.

8.05 MAJORITY ACTION AS BOARD ACTION

Every act or decision made by a majority of the Directors voting at a meeting duly held at which a quorum was present, is an act of the Board of Directors unless the law, the Articles of Incorporation, or these Bylaws require a greater number.

8.06 ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting if all members of the Board of Directors shall individually, or collectively, consent in writing to such action. Such written consent, or consents, shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors. Any certificate or other document filed under any provisions of law which relates to actions so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Articles of Incorporation and the Bylaws of this Corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

8.07 ALTERNATIVE MEETING METHODS

The Presiding Officer of a meeting may, at his or her discretion determine that an in person meeting will not be possible and may, on at least twenty four hours’ notice, declare a meeting using conference calling or other electronic means. A meeting of the Board of Directors may be held by conference telephone or similar communications equipment. Such meeting shall be valid if (1) all members of the Board of Directors have been noticed, (2) a majority of the Directors participate, (3) if all participating can hear and talk to one another, and (4) minutes shall be recorded and maintained as is required of non-telephonic meetings.

ARTICLE IX: OFFICERS

9.01 OFFICERS OF THE SOCIETY

The Officers of the Society shall be a President, First Vice President, Second Vice President, Secretary and Treasurer, each of whom shall be a member in good standing.

9.02 ELECTION OF OFFICERS

Each Officer shall be elected by the members at the Annual Meeting to serve for a one (1) year term. Officers shall serve from the time of their installation until their successors have been elected, or assumed office, and have been installed.

9.03 REMOVAL OF OFFICERS

An Officer shall be removed from office for unexcused absence at two (2) regularly scheduled meetings of the Board of Directors or for just cause by a two-thirds (2/3) vote of the Board of Directors.

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9.04 VACANCIES

Vacancy of an office caused by disability, resignation or other cause shall be filled by a majority vote of the remaining Board of Directors for the unexpired portion of the term.

9.05 PRESIDENT

The President shall be the Chief Executive Officer of the Society and shall exercise general supervision over the affairs of the Society. The President shall preside at all meetings of the Members and of the Board of Directors, appoint committee Chairs and shall have such other powers and perform such other duties as the Board of Directors or the Bylaws may prescribe. The President shall, in the name of the Society, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors. The President shall only vote at a meeting of the Members of the Board of Directors to break a tie in accordance with Robert's Rules.

9.06 VICE-PRESIDENTS

The Vice President(s) shall be responsible, at the direction of the President, for the oversight of any standing and task force committees. In the absence or disability of the President, the Vice Presidents, in order of their rank, shall perform the duties of the President and shall have such other powers and perform such other duties as the Board of Directors or the Bylaws may prescribe.

9.07 SECRETARY

The Secretary, or a designee, shall oversee the maintenance of the membership rolls of the society, shall keep the minutes of all Members' meetings and Board of Directors meetings, shall maintain proper books and records of the Society, shall have custody of the Seal of the Society, shall maintain the membership rolls of the Society, and shall have such other powers and perform such other duties as the Board of Directors or Bylaws may prescribe.

9.08 TREASURER

The Treasurer shall be the Chief Financial Officer of the Society. The Treasurer shall, at the direction of the Board of Directors, work in coordination with the Audit Committee, to oversee the preparation of a Compilation, Review or Certification of financial statements. The Treasurer shall be responsible for the timely preparation and filing of all tax returns; however, the Board of Directors may designate another person or persons to prepare said documents. The Treasurer shall receive all funds of the Society and deposit same in the name of the Society in such bank or banks as the Board of Directors may select; shall disburse or cause to be disbursed in a timely fashion, the funds of the Society as may be directed by the Board of Directors. The Board of Directors may at its sole discretion, set dollar limits on the Treasurer's sole authority to sign checks without counter-signature by a duly authorized member of the Board of Directors. The Treasurer shall maintain complete records and books of account of all the financial affairs and transactions of the Society; shall render reports and account to the Board of Directors relative to the administration thereof upon request of the Board of Directors; and shall have such other powers and perform such other duties as the Board of Directors or Bylaws may prescribe. The Treasurer shall be bonded for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The cost of said bond shall be paid by the Society.

9.09 REPORTS

All officers shall each make a report to be published in the Society’s Annual Report.

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ARTICLE X: COMMITTEES

10.01 COMMITTEES

The Board shall establish procedures for the creation and operation of standing committees and task force committees as it deems appropriate. All committee Chairs shall be members. All committee members shall be members or associates.

10.02 EXECUTIVE COMMITTEE

The Executive Committee shall consist of the officers of the association plus one member of the board. The committee shall have such powers and authorities as deemed necessary by the board and as permissible under these bylaws and the law. The Executive Committee, if any, shall report at each meeting of the board. The existence of an Executive Committee shall not relieve the board, or any individual director, of responsibility imposed on directors by the Articles of Incorporation, these bylaws, or the law.

10.03 NOMINATIONS COMMITTEE

The Nominations Committee shall consist of three (3) or more Members to be appointed by the Board of Directors at the first post-Annual Meeting Board of Directors meeting. The committee shall serve for the full year and shall actively solicit recommendations from all Members and Associates. The Nominations Committee's report shall be circulated directly to the Membership at least forty-five (45) days in advance of the Annual Meeting.

a. The Nominations Committee shall have the sole responsibility for directing the method by which the election is held subject to any restrictions within these bylaws.

b. No member of the Nominations Committee should also be a candidate for any office. In the event a member of the Nominations Committee has been nominated and/or wishes to be considered as a nominee for any office, that member must tender his/her resignation from the Committee upon acceptance of the nomination for any position on the Board of Directors. If, at the time of the elections, a member of the Nominations Committee is expected to be nominated from the floor, the member cannot be actively involved with election procedures (i.e., ballot counting), and must resign from the Nominations and Elections Committee prior to accepting the nomination from the floor.

c. Vacancies on the Nominations Committee shall be filled by the Board of Directors as soon as practical.

10.04 SPECIAL COMMITTEES

a. AUDIT COMMITTEE - To audit or cause to be audited the books and records of the corporation for the prior fiscal year. The Audit Committee written report shall be delivered to the board and shall be available to the membership.

b. ETHICS AND PROFESSIONAL CONDUCT COMMITTEE - The Board of Directors shall designate three or more Members to constitute an Ethics and Professional Conduct Committee. The chairperson of this committee shall be a member of the Board of Directors. The Board of Directors shall delegate to this committee all of the powers necessary to investigate, hold hearings and review facts incident to the suspension or removal from office of any Officer or Director, and to revoke the

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Membership or Association of any Member or Associate. The committee shall follow the procedures articulated in Appendix A, Ethics and Professional Conduct Procedures, of the NAEA Bylaws.

10.05 STANDING COMMITTEES

The President shall appoint chairs of standing committees as needed.

XI: CHAPTERS

11.01 AUTHORITY TO CHARTER CHAPTERS

The authority to charter and to modify the territory of existing Chapters resides with the Board. The Board will establish procedures for the granting of charters. Only one chapter will exist for any geographical area. All chapters will operate in accordance with the Standing Operating Procedures for Chapters as adopted by the Board of Directors of the Society.

11.02 CHARTERS

A charter will be issued to each chapter bearing the seal of the corporation and the signatures of the President and the Secretary of the corporation. The acceptance of said charter by the chapter will be deemed to constitute ratification and acceptance of the Bylaws of the Society, and the chapter’s membership will be bound by the Bylaws of the Society.

11.03 WITHDRAWAL OF CHARTER

Authorization to operate a chapter may be withdrawn whenever the Board in good faith determines that any of the following events have occurred:

a. Failure to serve the members within the chapter’s area of responsibility.

b. Failure to abide by Society Bylaws and the Standard Operating Procedures for Chapters.

c. Failure to abide by the NAEA’s Code of Ethics and Rules of Professional Conduct.

Such withdrawal under this section will be predicated upon a thorough investigation by the appropriate committee. The chapter will receive notification that such withdrawal is being considered and will benefit from the principles of due process. A chapter will retain the right to appeal any decision of the Board to the membership at the Annual Meeting. A chapter may voluntarily surrender its charter by submission or notice in writing, accompanied by the charter, to the Board

ARTICLE XII: FISCAL YEAR

12.01 FISCAL YEAR

The fiscal year of the Society shall be from July 1 through June 30.

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ARTICLE XIII: EXECUTION OF INSTRUMENTS AND GIFTS

13.01 EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Society to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Society by any contract or engagement, or to pledge its credit or to render it liable for any purpose or in any amount.

13.02 GIFTS

The Board of Directors may accept, on behalf of the Society, any contribution, gift, bequest or devise for general purposes or for any special purpose of the Society.

ARTICLE XIV: CORPORATE RECORDS, REPORTS AND SEAL

14.01 MINUTES OF MEETINGS

The Society shall keep at its principal office, or at such other place as the Board of Directors may order, a record of minutes of all meetings of Directors and all meetings of Members and Associates with the time and place of holding, whether regular or special and if special, how authorized, the notice given, the names of those present at Directors meetings, the number of Members and Associates present at members meetings and the proceedings thereof.

14.02 BOOKS OF ACCOUNTS

The Society shall keep and maintain adequate and correct accounts of its properties and business transactions including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

14.03 ANNUAL REPORT AND FINANCIAL STATEMENT

The Board of Directors shall prepare and present to the membership an Annual Report.

14.04 CORPORATE SEAL

The Board of Directors may adopt, use and at will alter a corporate seal. Such seal shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.

ARTICLE XV: BYLAWS

15.01 EFFECTIVE DATE OF BYLAWS

These Bylaws shall become effective immediately upon their adoption. Amendments of these Bylaws shall become effective on their adoption unless the Board of Directors or members, in adopting them, as hereinafter provided, provide that they are to become effective at a later date.

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15.02 MAJORITY VOTE

Amendments to these Bylaws that have been properly noticed may be made at any Annual Meeting or special meeting by a majority vote of the Members voting.

15.03 AMENDMENT PROPOSALS

Proposals to amend these Bylaws must be in writing, signed by at least five (5) Members in good standing and presented to the Bylaws Committee. The Bylaws Committee shall prepare an analysis of the proposed amendment and shall include both the proposal and the analysis in the Call to Meeting provided that such proposals are received at least ninety (90) days prior to the Annual Meeting. Any proposals not received in sufficient time for processing shall be forwarded to the succeeding Bylaws Committee for inclusion in notice to and presentation at the next Annual Meeting or special meeting.

15.04 CERTIFICATION AND INSPECTION

The original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary of the Society, shall be recorded and kept in a book which shall be kept in the principal offices of the Society and such book shall be open to inspection by the members at all reasonable times during office hours.

ARTICLE XVI: PROHIBITION AGAINST SHARING SOCIETY PROFITS AND ASSETS

16.01 PROHIBITION AGAINST SHARING SOCIETY PROFITS AND ASSETS

No member, director, officer, employee or other person connected with this Society or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Society, provided that this provision shall not prevent payment to any such person of reasonable compensation for services rendered to or for the Society in effecting any of its purposes as shall be fixed by resolution of the Board of Directors and no such person, or persons, shall be entitled to share in the distribution of and shall not receive any of the Society's assets on dissolution of the Society.

ARTICLE XVII: DISSOLUTION

17.01 DISSOLUTION

The dissolution of the Society shall follow the applicable provisions of the Massachusetts Corporations Code. Upon dissolution, assets of the Society remaining after payment of, or provisions for payment of, all debts and liabilities of the Society, and after compliance with the Internal Revenue Code for distributions of any assets held in a charitable trust, shall be distributed in accordance with the plan of distribution approved by two-thirds (2/3) of the members of record on the date of decision to dissolve.

ARTICLE XVIII: EMPLOYMENT

18.01 ELIGIBILITY FOR EMPLOYMENT

No person who currently holds office or has held office in the past two (2) years in this Society shall be eligible for employment except as an instructor on either a part time or full time basis. The term "office" applies to every elected office.

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BYLAWS OF


18.02 EMPLOYMENT COMPENSATION

Compensation for all part time or full time persons and instructors shall be determined and approved by the Board of Directors.

18.03 APPROVAL OF EMPLOYMENT

All persons recommended for hiring on either a part time basis or full time basis must be approved by the Board of Directors prior to commencement of employment.

ARTICLE XIX: INDEMNIFICATION AND INSURANCE

19.01 INDEMNIFICATION

To the fullest extent permitted by law, the Society shall indemnify and hold harmless any and all past, present, or future Directors and Officers, as identified and defined in these Bylaws, and in its discretion and in accordance with law, may indemnify and hold harmless any agent or employee

of this Society of and from all liabilities, expenses, and counsel fees reasonably incurred in connection with all claims, demand, causes of action, and other legal proceedings to which they may be subjected by reason of any alleged or actual action or inaction in the performance of the duties of such Director, Officer, employee or agent on behalf of the Society.

The provisions of this article shall be interpreted and applied subject to and in conformity with the provisions of Massachusetts Corporations Code and shall be in addition to and exclusive of any other rights to which any Director, Officer, employee or agent may be entitled by law.

19.02 INSURANCE

The Society shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of all its agents, including Officers, Directors and employees, against any liability asserted against or incurred by the agent in such capacity arising out of the agent's status as such.

ADOPTED: September 19, 1987

AMENDED: February 16, 1989

AMENDED: February 20, 1992

AMENDED: June 3, 1995




AMENDED: June 2014

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