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COCPA Bylaws

September 2007

Article I Membership

Section 1.

(a) Fellow Members. This class shall consist of holders of valid and unrevoked certificates of Certified Public Accountant issued by the State Board of Accountancy of Colorado, or issued by authority of other states or territories of the United States, or the District of Columbia. The right to vote in the election of officers and directors or upon questions affecting the privileges, rights, duties, and aims of Certified Public Accountants shall rest solely in this class of membership.

(b) Associate Members.  This class shall consist of persons, other than holders of Certified Public Accountant Certificates, who are: (1) members of the professional or administrative staff of a Colorado Certified Public Accountant, or firm thereof, or (2) pursuing further requirements to become a CPA, having completed the academic requirements to become a CPA, or (3) accounting professionals employed in industry, government, or not-for-profit organizations in Colorado, or (4) faculty members in accounting at accredited colleges or universities, or (5) non-CPA owners of CPA firms. Associate members are entitled to all privileges of membership except to vote and hold elective office. Associate members who are pursuing further requirements to become a CPA or administrative staff of a CPA or CPA firm are exempted from the membership CPE requirements.

Any Associate Member in good standing, upon qualifying under Section 1 (a) of this article, shall be transferred to the class of Fellow Member.

(c) Student Members. This class shall consist of students in a post-secondary business program at a college or university, which program satisfies the academic preparation requirements for taking the CPA examination. Student members, in order to retain membership, shall pay dues as established by the Society and conform with these bylaws. Eligibility will cease upon graduation. Any student member in good standing, upon qualifying under section 1 (b) of this article, shall be transferred to the class of Associate Member.

(d) In addition to the requirements set out in Section 1 (a) and (b) above, an applicant for membership:

I. If engaged in the practice of public accounting as a proprietor, partner, or shareholder, or as an employee who has been licensed as a CPA for more than two years, shall be practicing in a firm enrolled in a Society approved practice monitoring program.

(e) Fellow and Associate Members of the Society, in order to retain membership, shall:

I. Pay dues as established by the Society.
II. Conform with these Bylaws and Rules of the Code of Professional Conduct.
III. Complete continuing professional education requirements established by the Board of Directors.
IV. Engage in the practice of public accounting only with a firm that is enrolled in a Society approved practice monitoring program.

(f) Honorary Members. This class shall consist of persons who are entitled to receive such honor by virtue of their ability and their outstanding service to the accounting profession and the community. Honorary Members shall be elected by the vote of two thirds of the members of the Board of Directors present at any meeting.

Section 2.

Any person desiring to become a member of this Society shall apply to the Society office in such form as may be approved by the Directors. Notice of such application shall be communicated by the Secretary, in such form as may be approved by the Board of Directors,  to all members of the Society for comment. Such application shall become effective without further action thirty days after such publication provided no objection has been registered with the Society Secretary. The Board of Directors shall consider all applications on which any objection has been raised, and only the Board may reject applications.

Section 3.

A membership certificate shall be issued to each individual upon election as a Fellow Member. The form and wording of the certificate shall be approved by the Board of Directors. Certificates of membership shall be returned to the Secretary of the Society upon suspension or termination of membership for any cause except death. Nothing contained herein shall be construed to give members the right to publicize in any manner membership in the Society except for Fellow Members in good standing.

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Article II Dues 

Section 1.

The annual dues for each type of membership as defined in Article I shall be established annually by the Board of Directors. The Board may set varying rates dependent on certificate date, residency, occupation, or any combination of the foregoing.

Section 2.

Dues shall be payable in advance on May 1st of each year. The member's status at that date shall determine the amount of dues payable for the ensuing year.

Section 3.

Dues of individuals elected to membership after May 1st of any year shall be charged for the current fiscal year as follows:

If application received during the quarter ended:
  July 31           100%
  October 31      75% 
  January 31      50%
  April 30            25%

Section 4.

No dues shall be assessed Honorary Members.

Any member who has been a member of the Society for 35 years and is fully retired shall be carried as a life member without further payment of dues.

The Secretary of the Society shall have the authority to waive dues in special cases.

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Article III   Resignation, Suspension, or Termination of Membership     

Section 1.

Resignations of members shall be in writing and may be offered at any time. Resignations shall become effective on the date of receipt, except a resignation of a member with respect to whom a complaint is pending before the Professional Ethics Board or the AICPA Joint Ethics Enforcement Program (JEEP) which requires Board action for acceptance after considering the recommendation of the Professional Ethics Board. An application for reinstatement from such a person requires Board action after considering the recommendation of the Professional Ethics Board.

Section 2.

The Board of Directors may, in its discretion, terminate the membership of a member who fails to pay dues or any other obligation to the Society within six months after such debt has become due, and terminate the membership of a member who fails to comply with the practice monitoring or continuing education membership retention requirements. Any membership so terminated may be reinstated by the Board of Directors under such conditions and procedures as the Board may prescribe. The Board of Directors shall consult with the Professional Ethics Board before terminating a member who is the subject of a matter before that Board or the Joint Ethics Enforcement Program or before reinstating a member who left the Society while the subject of such a matter.

Section 3.

A member is rendered liable to expulsion, suspension, admonishment, or other penalties for violating any provision of the Rules of the Code of Professional Conduct or of these Bylaws.

Section 4.

Any complaint preferred against a member under the Rules of the Code of Professional Conduct shall be submitted to the Professional Ethics Board.

Section 5.

(a) Whenever a member of the Society, whether or not a member of the American Institute of Certified Public Accountants, shall be charged with violating the Rules of the Code of Professional Conduct promulgated under these Bylaws, the said charge shall be initiated in accordance with the terms of any then existing agreement between the Society and the AICPA relating to ethics enforcement.

(b) In further event that a hearing is required to dispose of such charge or charges, the hearing shall be conducted under the terms of the aforesaid agreement, the then operative rules of the Joint Ethics Enforcement Program, and procedures in effect by virtue of the agreement between the Society and the AICPA.

(c) All committees, boards, and other bodies of the Society are hereby empowered to carry the provisions of Section 5 (a) and (b) into effect by acting jointly and in cooperation with the appropriate bodies of the AICPA under the agreements, rules, and procedures in effect between the Society and the AICPA at the time of such action.

Section 6.

(a)  Membership in the Society shall be suspended without a hearing should there be filed with the Secretary of the Society a judgment of conviction imposed upon any member for:

I. A crime defined as a felony (or its equivalent) under the law of the convicting jurisdiction;
II. The willful failure to file any income tax return which the member, as an individual taxpayer, is required by law to file;
III. The filing of a false or fraudulent income tax return of the member; or
IV. The willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client.

Membership shall be terminated in like manner upon the similar filing of a final judgment of conviction.

(b)  Membership in the Society shall be suspended without a hearing should a member's certificate as a Certified Public Accountant, or license or permit to practice public accounting, be suspended as a disciplinary measure by any governmental authority, but such suspension of membership shall cease upon reinstatement of the certificate.

Membership in the Society shall be terminated without hearing should such certificate, license, or permit be revoked, withdrawn, or canceled as a disciplinary measure by any governmental authority.

(c) Membership in the Society may be terminated by the Board of Directors for failure to cooperate in any disciplinary investigation of the member or the member's partner or employee by not making a substantive response to interrogatories or a request for documents from the Professional Ethics Board within thirty days of their posting by registered or certified mail to the member at the last known address in the records of the Society.

Section 7.

Notice of a final action calling for the suspension or expulsion of a member under Section 5 and Section 6 shall be published in a membership periodical of the Society. In the case of action taken under Section 5 (a) and (b), notice shall be in a form approved by the chairman of the Joint Ethics Enforcement Program which took the last action in the matter.

No such publication shall be made until such suspension or expulsion becomes effective according to any then governing rules.

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Article IV Board of Directors 

Section 1.

The Board of Directors shall consist of the Chair, Vice Chair who shall be Chair-elect, Treasurer, immediate Past Chair, six Directors-at-large, five of whom are Fellow Members and one of whom is a non-member, and the Secretary. Three of the Directors-at-large shall be elected each year, in the manner prescribed by Article VI of the Bylaws, for a term of two years.

Section 2.

The Board of Directors shall have supervision of the funds and property of the Society, exercise general control over all its affairs, issue resolutions implementing the dictates of these Bylaws, and be responsible for statements of position to the public, budget approval, and other major policy matters.

Section 3.

The Board of Directors shall meet at least quarterly at such date and place as may be determined by the Board of Directors.

Section 4.

Special meetings of the Board of Directors may be called by order of the Chair of the Society and shall be called by the Secretary upon written request of any three members of the Board.

Section 5.

A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.

Section 6.

Directors, not residents of Denver or vicinity, shall be allowed a fee, the amount to be determined by the Board, for attendance at each meeting.

Section 7.

If a director is absent from more than two consecutive meetings of the Board and sufficient excuse is not presented at the next meeting of the Board, that office shall be automatically vacated, and the remaining directors shall proceed to elect a new member of the Board.

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Article V Officers

Section 1.

The officers shall consist of the Chair, Vice Chair who shall be Chair-elect, immediate Past Chair, the Treasurer, and the Secretary. The Secretary shall have the additional title of President/CEO and shall act as an executive officer under the direction of the Board. The Secretary, who need not be a member of the Society, shall be appointed by the Board of Directors, shall hold office at the pleasure of the Board, and shall be paid such compensation as the Board may decide.

Section 2.

It shall be the duty of the Chair: (1) to preside at all meetings of the Society and the Board of Directors; (2) to enforce the Bylaws of the Society; and to perform all other duties pertaining to that office.

The Chair shall appoint volunteers to accomplish the Society’s initiatives.

Section 3.

In the absence of the Chair, it shall be the duty of the Vice Chair to perform all such duties and functions as belong to the office of the Chair.

Section 4.

It shall be the duty of the Secretary: (1) to give notice of all meetings of the members and of the Board of Directors; (2) to keep a register of the names and addresses of all the members; (3) to attend the meetings of the members of the Society and of the Board of Directors, and to keep a true record of the proceedings of all such meetings; (4) to have custody of the corporate seal and to affix same to all documents when required by law; and (5) to perform such other duties as directed by the Board.

Section 5.

It shall be the duty of the Treasurer to oversee: (1) collection of all dues and amounts payable to the Society and deposit the funds to the credit of the Society in a bank approved by the Board of Directors; (2) maintenance of suitable books of account with respect to all receipts and expenditures made in behalf of the Society; (3) payment of expenses sanctioned by the Board of Directors, and (4) performance of all other duties usually pertaining to that office.

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Article VI Election of Directors and Officers

Section 1.

The directors and officers, with the exception of the non-member Director-at-large and the Secretary, shall be elected from the Fellow Members. In the event that a vacancy shall arise, the remaining directors shall elect a replacement to fill such vacancy for the unexpired term.

Section 2.

The term for which the officers shall be elected shall be one year, except for the Treasurer who shall be elected for a two year term. All officers shall continue to hold their offices until their successors are elected. The Vice Chair shall, without further vote, become Chair the following year.

Section 3.

The Chair shall, by December 1 of each year, appoint a nominating committee consisting of the Past Chair, a director whose term does not expire for another year, and three other Fellow Members of the Society who are neither officers nor directors, which committee shall nominate one Fellow Member for each office except Chair and Secretary, and one candidate for each expiring term of director. Its report shall be sent to the membership by February 1. Any 50 Fellow Members of the Society may submit independent nominations, provided that such nominations be filed with the Secretary by March 15. In event there are such nominations:

a) The Secretary shall, by April 15, send by first class mail to each Fellow Member of the Society, at the last known address as shown by the records of the Secretary, a printed ballot containing the names of all nominees for each office for which there is a contest. These ballots shall be accompanied by return envelopes addressed to the business office of the Chief Teller.

b) The Chair shall appoint three tellers, one of whom shall be designated as Chief Teller, whose duty it shall be to count the ballots which shall have been received up to 5:00 p.m. of April 30. The candidates receiving the largest number of votes shall be declared elected.

In cases where there has been only one candidate for an office, or only three candidates for directors, such candidates shall be declared elected after the deadline for nominations has passed.

Newly elected officers and directors shall take office on May 1.

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Article VII Auditor

Section 1.

The Board of Directors on or before April 1 of each year shall select a Certified Public Accountant firm to audit the financial statements of the Colorado Society and its affiliated organizations. The report of the auditor shall be published for the information of the membership.

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Article VIII Meetings

Section 1.

Special meetings of the members of the Society shall be held on such dates and at such places as shall be determined by the Board of Directors.

Section 2.

Notice of special meetings of the members of the Society shall be sent to each member at the address shown on Society records at least fifteen days prior to the date of the meeting. Such notice shall state the time and place of such meeting and the business to be transacted.

Section 3.

Twenty five Fellow Members shall constitute a quorum for the transaction of business at any properly called special meeting of the members of the Society.

Section 4.

Robert's Rules of Order shall apply to the conduct of all meetings of the Society.

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Article IX Code of Professional Conduct

Section 1.

The Code of Professional Conduct as adopted by the Society and any amendments thereto shall be binding upon the members of this Society.

Section 2.

The Code of Professional Conduct is a part of these Bylaws, and the requirements for amendment of Bylaws shall govern the amendment of the Code of Professional Conduct.

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Article X Chapters

Section 1.

Chapters of the Society may be established in various cities or localities of Colorado. The petition for formation of a Chapter shall be signed by at least seven Fellow Members of the Society residing in such city or locality. Said petition shall contain the proposed rules or Bylaws for the operation of the Chapter. Upon approval of the petition by the Board of Directors, a charter shall be granted to said Chapter.

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Article XI Seal

Section 1.

The seal of the Society shall be a band or scroll on which shall be inscribed "The Colorado Society of Certified Public Accountants, 1904." Within the scroll there shall be the letters "C.P.A."

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Article XII Amendments

Section 1.

Amendments or additions to these Bylaws including the Code of Professional Conduct may be made at any regular or special meeting of the Board of Directors, by a majority of the members present, after having been presented in writing at a preceding meeting; provided that notice of such amendment or amendments shall have been communicated in such form as may be approved by the Board of Directors to every member of the Society for comment not less than thirty days before the date of the meeting at which action is to be taken. If, after member comment, the Board of Directors decides on substantive changes to the amendment or amendments, the new proposal must be communicated to every member under the approved procedure before final adoption by the Board.

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Article XIII Indemnification 

Section 1.

A director, officer, partner, trustee, employee, or agent of the Society will be indemnified to the fullest extent possible under C.R.S. 7-3-101.5 and 7-22-101.5 of 1973, as amended.

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Implementing Resolutions

The Continuing Education Membership Requirement 
(Adopted March 22, 1989, and Amended, January 20, 2003)

The continuing professional education requirements for membership in the Colorado Society of Certified Public Accountants shall be that for each two-year reporting period beginning with the 1990 calendar year, all Society members, except those in retirement, shall demonstrate that they have completed acceptable continuing education as follows:

1. A member in public practice shall, during each two-year reporting period, complete eighty hours.
2. A member not engaged in public practice shall, during each two-year reporting period, complete sixty hours.
3. A member who complies with a state licensing continuing education requirement shall be deemed to be in compliance with this provision, provided such a requirement is for an average of forty hours per year. 
 4. The Professional Development Board of the Society shall have the authority to grant exceptions for reasons such as health, military service, foreign residency, and other similar reasons.

The Peer Review Membership Requirement
(Adopted March 22, 1989)

There is established within the Colorado Society of Certified Public Accountants a Peer Review Board with authority to establish and conduct a peer review program for the Society and Society members engaged in providing audit, review, attestation services, and compilation services and to conduct reviews of firms enrolled in the program. Such activities shall not conflict with the policies and standards of the AICPA Peer Review Program and shall be subject to the oversight of the Board of Directors.

Members of the Colorado Society of Certified Public Accountants (CSCPA) who are engaged in the practice of public accounting in the United States or its territories are required to be practicing as partners or employees (depending on how a CPA firm is legally organized, its partner(s) could have other names, such as shareholder, member, or proprietor) of firms enrolled in an approved practice-monitoring program in order to retain their membership in the CSCPA.

A member in public practice associated with a firm as a proprietor, partner, or shareholder will become ineligible to retain Society membership as of May 1 following one year after the adoption of Bylaws requirements* unless the firm enrolls in an approved practice monitoring program, and a member associated with a firm as an employee will become ineligible as of May 1 following two years after the adoption of Bylaws requirements**, or two years after becoming licensed as a CPA, whichever is later, unless the firm enrolls in an approved program.

*  May 1, 1990
** May 1, 1991

The Board of Directors Governance Transition
(Adopted, July 23, 2001)

The Board of Directors shall transition from a 23-member body with an Executive Committee of seven members to an 11-member body with five officers and six directors-at-large, five of whom are Fellow Members and one of whom is a non-member, through the nominations process over two years, to be completed by May 1, 2003.

Effective May 1, 2003, the officers’ titles shall be Chair, Vice Chair who shall be Chair-elect, Treasurer, and Secretary.  The Secretary shall hold the additional title of Chief Executive Officer upon adoption of this implementing resolution and shall hold the title of President/Chief Executive Officer, beginning May 1, 2003.

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