Bylaws
CPE Foundation of the Texas Society of Certified Public
Accountants, Inc.
APPROVED BY:
TSCPA Board of Directors
EFFECTIVE DATE:
June 19, 1998
ARTICLE I - NAME AND PURPOSE
(1)
The name of this corporation is
Texas Society of Certified Public Accountants CPE
Foundation, Inc.
(2)
The corporation is organized for
exclusively charitable, scientific and educational
purposes, to wit: for the advancement and encouragement
of education and research in accounting through receiving
gifts, donations and grants and administering these
on a charitable basis to promote education and research
in accounting; through cooperation with professional
nonprofit organizations in their educational and research
efforts; through sponsoring seminars, lectures, courses
and similar activities on accounting and related subjects
for members of the Texas Society of Certified Public
Accountants ("Society") and other interested
parties; and through other activities performed for
the sole purpose of advancing and encouraging education
and research in accounting at all levels. Included
in the purposes of the corporation shall be the making
of distributions to organizations that qualify as
exempt organizations under Section 501(c)(3) of the
Internal Revenue Code of 1954 where the making of
such contributions is consistent with the other purposes
of this corporation. No donation made to this corporation,
fees received and money or property arising therefrom
shall be diverted from the purposes herein stated.
ARTICLE II - MEMBERS
(1)
The voting members of this corporation
shall be the current directors of the Society.
(2)
Honorary members shall be those
who are approved as honorary members by the trustees
of this corporation.
ARTICLE III - TERMINATION
OF MEMBERSHIP
Membership in this
corporation shall terminate by reason of death, resignation
or ceasing to meet the qualifications for membership
in the corporation.
ARTICLE IV - DIRECTORS AND
MEETINGS
(1)
The direction and management of
the affairs of this corporation and control and disposition
of its property and funds shall be vested in a Board
of Directors of 122 persons or such greater number
as may be determined from time to time by the then-existing
directors. A member of the Board of Directors must
be a member of the Board of Directors of the Society.
(2)
Members of the Board of Directors
shall serve until their successors are elected and
qualified.
(3)
A director by writing may waive
notice of any meeting of directors, and attendance
at any meeting shall constitute a waiver of notice
of such a meeting.
(4)
The Board shall meet within 24 hours
after the conclusion of the annual meeting of the
members of the Society held in May or June of each
year. It shall also meet at such other time and place
as may be specified by the Society chairman or whenever
convened by call of at least five of its members.
Written notice stating the purpose of the meeting
shall be furnished to all directors at least five
days in advance of every meeting except the meeting
held within twenty-four hours after conclusion of
the annual meeting. Fifty members of the Board of
Directors shall constitute a quorum for the transaction
of business, and the act of a majority of the directors
present at any time at which there is a quorum shall
be the act of the Board of Directors, except as may
be otherwise specifically provided by statute or the
charter of this corporation or by these Bylaws.
(5)
The principal office of the corporation
shall be 14860 Montfort Dr, Suite 150,
Dallas, TX 75240. The annual meeting of the directors shall
be held at the principal office of the corporation
or at such other place as may be designated in the
notice or call for the meeting during the month of
May or June of each year beginning with the year 1977.
ARTICLE V - BOARD OF TRUSTEES
(1)
The Board of Trustees shall consist
of the current members of the Executive Board of the
Society. Members of the Board of Trustees shall serve
until their successors are elected and qualified.
(2)
The resignation of a member of the
Board of Trustees shall be tendered to the Board of
Directors. Absence from two consecutive meetings of
the Board of Trustees or failure to perform his/her
duties as provided herein may be declared by the Board
of Directors to be the tender of the member's resignation
from the Board of Trustees. If a vacancy occurs in
the Board of Trustees, the Board of Directors shall
designate a trustee to fill the vacancy.
(3)
The Board of Trustees shall function
for the Board of Directors during the period between
Board of Directors meetings and shall have all the
power of the Board of Directors except for those powers
specifically reserved by the Board of Directors for
itself. The Board of Directors shall not delegate
the authority to: reverse the previous vote of the
Board of Directors; remove or fill the vacant term
of a director, an officer or a member of the Board
of Trustees; vote on a proposal to amend the Bylaws
or withdraw or modify a proposal; or designate the
auditor or auditors.
(4)
The Society chairman shall designate
the time, place and agenda for any meeting of the
Board of Trustees. A majority of the Board of Trustees
shall constitute a quorum.
ARTICLE VI - OFFICERS
(1)
The officers of the Texas Society
of CPAs CPE Foundation, Inc., shall consist of the
officers of the Society. The officers shall be members
of the Board of Trustees.
(2)
The officers of the corporation
shall have such powers and duties as usually pertain
to their offices, except as modified by the Board
of Directors.
ARTICLE VII - COMMITTEES
The Board of Directors
may create standing and special committees, with power
and duties as the Board may determine.
ARTICLE VIII - DISSOLUTION
(1)
In the event of the dissolution
of this corporation, at any time or for any reason,
the Board of Directors shall, after paying or making
provisions for the payment of all the liabilities
of the corporation, dispose of all of the assets of
the corporation, subject to the charitable and educational
purpose of this corporation, to the Accounting Education
Foundation of the Texas Society of Certified Public
Accountants, Inc., so long as such use qualifies under
Internal Revenue Code Section 501(c)(3) and if at
that time such organization is: wholly of a public
and nonprofit nature; is organized and operated exclusively
for religious, charitable, scientific or educational
purposes; and qualifies as an exempt organization
under Section 501(c)(3) of the Internal Revenue Code
of 1954 (or corresponding provision of any future
United States internal revenue law). If the foregoing
organization is not eligible to receive the funds
under the restriction provided in the preceding sentence,
all of the assets of the corporation shall instead
be given or contributed to any one or more corporations,
associations, entities or institutions which: are
wholly of public and nonprofit nature; are organized
and operated exclusively for religious, charitable,
scientific or educational purposes; and shall, at
that time, qualify as an exempt organization or organizations
under Section 501(c)(3) of the Internal Revenue Code
of 1954 (or the corresponding provisions of any future
United States internal revenue law) . Such contributions
shall be made to such corporation, association, entity
and/or institution as may be determined by a majority
of the Board of Directors. No contributor to this
corporation, nor any member of the family of the contributor,
nor any corporation controlled by a contributor shall
ever derive or receive any financial or pecuniary
gain or profit from this corporation on dissolution,
liquidation, winding-up or otherwise.
ARTICLE IX - INDEMNIFICATION
The corporation shall indemnify any
person who is or was a party or is or was threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact
that such person is or was a director or officer of
the corporation or a member of any board, committee,
subcommittee, trustees or task force of the corporation
against expenses, judgments, awards, fines, penalties
and amounts paid in settlement actually and reasonably
incurred by such person (with the prior consent of
the corporation acting through its trustees by a two-thirds
vote and concurrence of counsel which the corporation
shall have retained to defend such person, as hereinafter
provided) in connection with such action, suit or
proceeding,
(i)
except with respect to matters as to which it is
adjudged in any such suit, action or proceeding
that such person is liable to the corporation by
reason of the fact that such person has been found
guilty of the commission of a crime or of gross
negligence in the performance of his/her duties,
it being understood that termination of any action,
suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere
or its equivalent (whether or not after trial) shall
not, of itself, create a presumption or be deemed
an adjudication that such person is liable to the
corporation by reason of the commission of a crime
or gross negligence in the performance of his/her
duties; and
(ii)
provided that such person shall have given the
corporation prompt notice of the threatening or
commencement (as appropriate) of any such action,
suit or proceeding. Upon notice from any such indemnified
person that there is threatened or has been commenced
any such action, suit or proceeding, the corporation:
(a)
shall defend such indemnified
person through counsel selected by and paid
for by the corporation and reasonably acceptable
to such indemnified person, which counsel
shall assume control of the defense; and
(b)
shall reimburse such indemnified person
for expenses encompassed by the foregoing
indemnity in advance of the final disposition
of any such action, suit or proceeding,
provided that the indemnified person shall
agree to repay to the corporation all amounts
so reimbursed if a court of competent jurisdiction
finally determines that such indemnified
person is liable to the corporation by reason
of the fact that such indemnified person
has been found guilty of the commission
of a crime or of gross negligence in the
performance of his/her duties.
The foregoing
provisions shall be in addition to any and all rights
which the persons specified above may otherwise have
at any time to indemnification from and/or reimbursement
by the corporation.
ARTICLE X - AMENDMENTS
(1)
These Bylaws, subject to
the qualifications hereinafter provided, may be altered,
amended or repealed by a two-thirds vote of the membership
in attendance at any annual, regular or special meeting
of the Board of Directors, provided that notice of
the proposed amendment is given in writing to all
of the directors at least 10 days before such meeting
and provided further that a quorum be present at such
meeting. Anything to the contrary herein notwithstanding,
none of the provisions of Article VIII herein may,
at any time, be altered, amended or repealed.
(2)
In the event of lack of clarity,
the Board of Directors shall interpret these Bylaws.
