The Texas Society of Certified Public Accountants

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Policies and Procedures

Members Suspended by Texas State Board of Public Accountancy

Any TSCPA member whose license has been suspended by the Texas State Board of Public Accountancy (TSBPA) may have their membership suspended in the TSCPA by the Executive Board as set forth in Bylaws Article III(4A)(1).

Each suspended CPA will be notified by TSCPA that his/her TSCPA membership will be suspended in 30 days, with the exception of those members who are currently under professional ethics investigation.

If the member has paid his/her current TSCPA dues, he/she will automatically be reinstated upon notification from the TSBPA that he/she has satisfied their requirements. Such notification will be in the form of the minutes of the TSBPA board meetings.

If the member has not paid his current TSCPA dues, he/she will not be reinstated until such time as TSBPA has notified TSCPA that the CPA has met the necessary requirements for reinstatement and the CPA's TSCPA dues have been paid. (EB: 11/7/03)

Nominations Guidelines

The Committee on Nominations shall operate according to the following guidelines:

Composition of the Committee: The composition of the Committee on Nominations is set forth in TSCPA’s Bylaws, Article VIII (3).

Meetings of the Committee: The Committee on Nominations shall meet no later than September 30 each year. Meetings of the Committee on Nominations require at least 14 days advance notice. Information packages shall be prepared by the staff liaison and sent to members of the committee five working days prior to the scheduled meeting.

Selection of the chair of the Committee on Nominations: A chair and vice chair for the subsequent year shall be identified by the current Committee on Nominations as part of the nominations process.

Methods for Seeking Candidates: Candidates for all positions including the Committee on Nominations - Announcement of the commencement of the nominations process should be communicated to chapter boards of directors and the general membership in May. Recommendations from chapters and nomination ballots from the general membership are to be submitted to the Committee on Nominations not later than the first business day following August 15 of each year. Requests to the general membership should be communicated in Today's CPA and via the TSCPA Web site. Submissions received after the first business day following August 15 may not be considered for nominations. Candidates should be contacted prior to the Committee on Nominations meeting to confirm that they can and will serve if nominated.

Position Statement on Campaigning: Chapters should be notified that organized letter writing campaigns and/or other methods of electioneering are not encouraged. Communiqués from the general membership should not be sent to individual members of the Committee on Nominations, but rather to the chair of the Committee on Nominations at the TSCPA offices in Dallas.

Mechanics of Decision-making: A simple majority of those present is required for planning meetings. When voting is required, eight voting members shall constitute a quorum. After review and discussion, any member may request a secret ballot.

The chair and vice chair are considered voting members of the committee. The immediate past TSCPA chairman shall vote only in the event of ties. The suggested order of selection of nominees is as follows: chairman-elect, treasurer elect, secretary, Executive Board members, Board of Directors members-at-large, Committee on Nominations, and AICPA Council.

Members of the current Committee on Nominations shall not be eligible for consideration for any positions for which they are nominating.

The current year TSCPA chairman-elect shall automatically be named for the one-year AICPA Council designee position, and the current TSCPA chairman shall automatically be named for a 3-year term on the AICPA Council. The names of these two individuals, along with the names of any other members that the committee nominates for a 3-year AICPA Council term, shall be forwarded to the AICPA Nominating Committee for its consideration.

Information to be Gathered: Desired biographical information should include the following:

Chairman elect candidates: TSCPA service history, including AICPA, TSBPA and chapter service records, employment, community service activities, a one page statement explaining why he/she wants to be chairman of the TSCPA, and related communiqués from membership.

Prior to the Nominations Committee meeting, telephone interviews will be set up by the staff liaison with each chairman-elect candidate and the committee members. The candidates will be asked a series of prepared questions. Information gathered by the staff liaison for the chairman-elect candidates, including a recent photo, will be mailed to the committee members five days prior to the telephone interviews.

Other Executive Board positions and Board of Directors members-at-large: TSCPA service history and condensed biographical sketch.

Committee on Nominations candidates: TSCPA service history and condensed biographical sketch.

Demographics: The Committee on Nominations shall consider demographic data for all positions and attempt to seek balance with the slate of nominees, but must remember the committee charge mandates the use of judgment in selecting the individuals who will best represent the interests of the Texas Society.

Involvement of Chapters: All chapters are encouraged to recommend a candidate for chairman elect, regardless of the candidate's chapter affiliation. It is considered acceptable for chapters to share their recommendations for the chairman elect position with other chapters.

Confidentiality of Discussions: It should be noted and reconfirmed with the committee members that all Committee on Nominations discussions are to be considered confidential and that views expressed will not be communicated outside the Committee on Nominations. After all nominees have agreed to serve if elected, the entire slate of nominees may be made public.

The outgoing committee chair shall be free to discuss procedural activities with the incoming committee chair without divulging confidentiality.

Confidentiality of Written Materials: All reference material shall be returned to the staff liaison. Biographical resource information shall be made available to the chairman elect upon request.

Minutes: The Committee on Nominations report to the assistant secretary shall constitute the minutes of the meeting. Each member shall sign the official report.

Peer Review Program, Qualifications of Reviewers

A reviewer in the Peer Review Program administered by TSCPA must comply with all qualifications established by American Institute of Certified Public Accountants' Peer Review Executive Committee and published in the Standards for Performing and Reporting on Peer Reviews. These qualifications include, but are not limited to, membership in AICPA. Consequently, all reviewers must be members of AICPA in order to meet the qualifications of a reviewer for TSCPA administered reviews. (PRC:6/19/98)

Professional Ethics Committee Procedures

Goals and Objectives: The committee's primary goal is that each member of the Texas Society of CPAs acts ethically. The primary objective in reaching this goal is ensuring that Society members abide by the current TSCPA Code of Professional Ethics (the Code of Professional Ethics consists of both the AICPA Code of Professional Conduct and the TSBPA Rules of Professional Conduct). The activities of the committee are focused on achieving this objective.

Authority: The authority of the Professional Ethics committee is set forth in the TSCPA Bylaws, Article VIII, Section (2). It reports to the Board of Directors through the Executive Board. The committee's area of authority includes all professional ethics case investigation and disposition decisions involving TSCPA members.

Structure: The Professional Ethics Committee members are appointed through the TSCPA committee appointments process. The TSCPA Executive Board coordinating officer assigned to the Professional Ethics Committee is an ex officio member. The committee chair is selected in accordance with TSCPA committee appointments procedures.

Subcommittees: Standing and ad hoc subcommittees may be added as the need arises after prospective approval of the Executive Board. The chair and members of all subcommittees are appointed by the Professional Ethics Committee chair.

Enforcement Subcommittee: Members of the Enforcement Subcommittee are recommended by the committee chair during the TSCPA committee appointments process and either have several years' experience on the Professional Ethics Committee or possess special expertise. The Professional Ethics Committee chair appoints the chair of the subcommittee.

This subcommittee:

Recommends TSCPA Professional Ethics Committee policies and procedures that are in harmony with existing ethics enforcement agreement(s) between TSCPA and other body(ies); and
Reviews all new complaints to determine whether it appears that, if information received were to be proven correct, one or more rules of the TSCPA Code of Professional Ethics in force at the time of alleged violation would have been violated.

Communication and Education Subcommittee: The chair and the members of this subcommittee are appointed by the Professional Ethics Committee chair. This subcommittee:

Enhances statewide consistency and quality of chapter efforts to assist members and the public with responses to ethics questions; and
Circulates a compendium of responses to Ethics Committee members for their respective chapter committees' reference and education.

Meetings: From time to time, guests may be invited to attend meetings at the discretion of the committee chairman.

Voting: All committee members carry one equal vote. Case disposition and committee action decisions are made by voice, written or a show-of-hands vote at scheduled meetings.

A motion may carry with a majority vote of those present at a scheduled meeting. One-third of current committee members constitutes a quorum. No proxy votes are permitted unless so directed by the committee chairman by mail notice to all committee members at least 30 days in advance.

Confidentiality: The committee adheres to the confidentiality policies of the TSCPA/AICPA Joint Ethics Enforcement Program (JEEP). The identity of members involved in ethics investigations is confidential because:

Individuals are considered to be innocent of any violation of the TSCPA or AICPA Code of Professional Ethics until the committee issues a finding otherwise; and
Members should be given the opportunity to benefit from disciplinary measures without the stigma that might result from their name being known or published, unless the violation is of sufficient gravity to warrant disciplinary action.

TSCPA Publishes in Today's CPA:

The names of those expelled from membership by action of the Executive Board; and
The names of those found to be in violation of the TSCPA Code of Professional Ethics by an authorized hearing panel of the Joint Trial Board or under terms of a Settlement Agreement promulgated by the JEEP program.

The committee exchanges disciplinary information on a confidential basis with the AICPA as outlined under the rules and procedures of the Joint Trial Board. Material contained in certain case files may be shared on a confidential basis with the current TSCPA chairman, chairman-elect, executive director/CEO, coordinating officer and TSCPA general counsel designated by the executive director/CEO.

Correspondence and Files: All correspondence relating to potential or ongoing cases is to be marked "Personal and Confidential." Committee members are responsible for securing active case files in their possession. All committee member files are to be turned over to the committee staff liaison for destruction when an investigation is dismissed or closed.

Any individual having knowledge of potential, active or past case information who discusses or disseminates such information to unauthorized individuals will be subject to disciplinary action.

The following is not all-inclusive, but indicates some of the documents considered confidential by the committee:

Inquires from members about professional matters;
Complaints or allegations of professional misconduct;
All material pertaining to investigations and establishment of prima facie cases of violations of Codes of TSCPA, AICPA, or other appropriate bodies;
Committee correspondence related to disciplinary activities of TSCPA or AICPA;
Minutes of committee meetings; and
Drafts of proposed pronouncements, including the Code of Professional Ethics, until approved for distribution.

Involvement of TSCPA Leadership: The Professional Ethics Committee chair should promptly advise the TSCPA chairman and executive director/CEO of a member of the Executive Board under investigation.

Ethics investigations are kept as confidential as possible for a number of reasons (see "Confidentiality"). From time to time during the investigation of cases, events will occur which should be brought to the attention of the TSCPA chairman and executive director/CEO. These include, but are not limited to, the following situations:

Respondent has threatened legal action against the TSCPA; and
Respondent is in litigation involving issues related to a TSCPA investigation, and it appears to be likely that Professional Ethics Committee records may be subpoenaed in such litigation, regardless of whether the investigation is being deferred pending completion of such litigation.

In the aforementioned situations or others considered appropriate by the Professional Ethics Committee chair, the chair shall bring the matter to the attention of the TSCPA chairman and executive director/CEO and provide copies of relevant material from the case investigation file. The chairman may elect to bring the matter to the confidential attention of the Executive Board for action, and/or it may be discussed with general counsel. (EB:6/19/98)

Secretary, Responsibilities of

The secretary serves as an officer of TSCPA.

The secretary shall approve and sign the minutes of all meetings of the membership, the Board of Directors, and the Executive Board.

The secretary should determine that Board of Directors members have met attendance requirements as prescribed by the Bylaws.

The secretary oversees the maintenance of and revision to the Bylaws of the Society, related entities and local chapters. (EB:8/09/02)

Shared Planning System

Goal: Enhance the success of TSCPA efforts to serve the accounting profession.

Objectives:As stated in the first paragraph of TSCPA's Bylaws, one of the primary purposes of the organization is to serve the profession. Frequently, there will be new TSCPA programs that must be prepared and implemented quickly in response to dynamic developments within the profession. The Shared Planning System (SPS) enables key volunteers and staff at the state and chapter levels to participate in the process of assessing opportunities and the resources available to take advantage of them.

The purpose of SPS is to utilize the Chapter Coordinating Committee to enhance understanding of, and encourage chapter participation in, statewide programs developed for local implementation. SPS is designed to facilitate dialogue and obtain chapters' input on proposed statewide programs within six working days from the date the program is communicated to the Chapter Coordinating Committee chair or his/her designee.

SPS is intended for use only with regard to programs that will involve some level of implementation by all chapters.

Internal Communication:

SPS is not designed to replace the process of gathering input from chapter representatives who serve on state-level committees.

TSCPA groups gathering chapter input through SPS are responsible for promptly reporting back to chapter leaders, through written communication to the Chapter Coordinating Committee chair, the final plan developed with regard to program implementation.

When, in the opinion of the Chapter Coordinating Committee chair, a proposed statewide program does not appear to be of a sufficiently urgent nature to implement SPS within six working days, an alternative timetable will be developed.

Budget: Each time the Shared Planning System is implemented, two conference calls may be held involving key volunteers and/or staff developing the program. In lieu of phone conferences, communication may occur by e-mail or fax when the subject matter lends itself to these modes in order to conserve costs.

The individual members of the Chapter Coordinating Committee will bear the cost of telephone calls and faxes to their assigned chapter contacts.

When a program under development proposes chapter-level funding, it should be considered that chapter budgets already have been set for the year, just as at the state level. Justification for suggested variances should be clearly explained in the program summary. (EB:4/25/03)