Article I - Name
Article II - Purpose
Article III - Members
Article IV - Officers and Directors
Article V - Nominations and Elections
Article VI - Meetings
Article VII - Board of Directors
Article VIII - Committees
Article IX - Parliamentary Procedures
Article X - Amendment of Bylaws
Article XI - Indemnification
Article XII - Dissolution

ARTICLE I - NAME

The name of this society shall be the _________________________________. This society is an affiliate of AWSCPA and is therefore subject to its affiliate requirements.

ARTICLE II - PURPOSE

The purpose of _________________________________ shall be to advance the interests of women Certified Public Accountants.

ARTICLE III - MEMBERS

Section 1 -- This society shall have six classes of members.

A. Regular

1. A person who holds a valid, unrevoked CPA certificate granted by any state or territory of the United States or District of Columbia or its equivalent as defined by the American Institute of Certified Public Accountants, may be a regular member.

2. Regular members are entitled to vote and hold elective office in the society.

B. Associate

1. A person who has passed the examination for Certified Public Accountants in any state or territory of the United States or the District of Columbia and whose CPA certificate has not been issued by the appropriate examining board may apply for associate membership.

2. Associate members are entitled to hold appointed positions in the society.

3. Upon receipt of the CPA certificate the member shall notify the secretary and be automatically reclassified as a regular member.

C. Professional Friend

1. A personal currently in the accounting field who intends to fulfill the requirements to become a CPA may apply for membership as a Professional Friend.

2. Professional subscribers do not have voting rights and are not eligible to hold an officer position; however, they may serve on committees.

3. Upon a change in membership status the member shall notify the secretary and be automatically reclassified as an associate or regular member.

D. Student Friend

1. A person actively pursuing a degree in an accounting program may apply for membership as a Student Friend.

2. Student subscribers do not have voting rights and are not eligible to hold an officer position; however, they may serve on committees.

3. The student subscription is limited to a term of five years (if necessary, extensions may be requested in writing for approval by the National President).

4. Upon a change in membership status the member shall notify the secretary and be automatically reclassified to the appropriate member class.

E. Retired

1. A member who has attained the age of 62 or greater, who has been a member for at least ten years, and who has retired from full time practice and/or from business or academic life may apply for retired membership.

2. Retired members, who were regular or associate members, retain their former rights in the society.

3. To qualify for retired membership a member must request reclassification from the administrative office of AWSCPA by the first day of the fiscal year.

F. Honorary

1. A person who has made an outstanding contribution to the society or the advancement of women accountants is eligible for nomination for honorary membership. Past national presidents of AWSCPA shall automatically become honorary members at the completion of their term(s) as president.

2. Honorary members, who were regular or associate members, retain their former rights in the society.

3. A regular member may submit to the board of directors in writing a nomination for honorary membership, citing the outstanding contribution of the nominee. A person will be approved for honorary membership by a majority vote of the board of directors and a two-thirds vote at the annual meeting.

All Members of _________________________________ must be members of AWSCPA.

Section 2 -- Admission, Termination, and Code of Ethics.

1. Admission to membership shall be by action of the board of directors., subject to equivalent action of the AWSCPA board of directors.

2. Termination of membership:
   1. A member who wishes to resign from membership in the society may submit a resignation in writing. The resignation shall be effective on the date of acceptance by the _________________________________ board of directors.
      
      
   2. Any member who fails to pay the annual dues within thirty days of their due date shall be automatically dropped from membership.
      
      
   3. Membership in the society shall be terminated under the conditions and procedures prescribed in the society's parliamentary authority.
      
      
3. The Code of Ethics of _________________________________ shall be the Code of Ethics of the AICPA.

Section 3 -- Dues

1. The board of directors shall determine the annual dues for each classification of membership in addition to the membership dues payable to the national organization. The board may reduce dues for members determined by the board to be temporarily out-of-the-work force. The board may also assess an application fee.

2. The dues shall be payable in advance on the date designated by the board of directors. The Treasurer shall notify members at least one month in advance of due date of dues.

3. Prospective members shall submit a full year's dues as well as a full year's national membership dues with her/his application for membership. Upon renewal the new member will receive a nonrefundable credit towards her/his second year's dues. The amount of credit shall be determined by the board of directors.

4. The affiliate assumes the liability for AWSCPA dues for all members it elects to honorary membership in the affiliate.

Section 4 -- The fiscal year shall be July 1 to June 30. The membership year shall be the same as the fiscal year.

ARTICLE IV - OFFICERS AND DIRECTORS

Section 1 -- The officers of _________________________________ shall be . . . (e.g. President, President-elect, Secretary, Treasurer, Committee Chairs/Directors, Immediate Past President, etc.)

Section 2 -- The officers and directors shall be elected to serve for one year or until their successors are elected, and their term of office shall begin on the first day of the fiscal year.

Section 3 -- The president-elect, president, and immediate past president shall serve for one term in each of the three offices consecutively. Upon completion of the term of office, the president-elect shall automatically become president and the president shall automatically become immediate past president. The vice presidents, secretary, and treasurer shall serve no more than _____ consecutive terms in the same office. Directors shall serve no more than _____ consecutive terms as directors.

Section 4 -- If a vacancy occurs in the office of vice president, secretary, treasurer, or director, the board of directors shall fill the vacancy. In the event of a vacancy in the office of president, the president-elect shall fill the unexpired term of president, as well as completing the term of president for which elected. A vacancy in the office of president-elect shall not be filled until the next regular election, and duties of that office shall be assumed by the board of directors as assigned by the president. If a vacancy occurs in both the office of president and president-elect, the secretary shall call a meeting of the board of directors for the purpose of electing a member of the board of directors to fill the unexpired term of president. A vacancy in the office of immediate past president shall be filled by the most recent past president who consents to serve.

Section 5 -- These officers shall perform the duties prescribed by these bylaws, by the parliamentary authority adopted by the society, and by assignment by the board of directors. Additional duties include, but are not limited to, the following: (Duties of officers, if desired)

ARTICLE V - NOMINATIONS AND ELECTIONS

Section 1 -- The Nominating Committee shall be appointed by July 31 and consist of three persons:

1. The immediate past president currently serving on the board shall serve as chair of the committee. Should that person be unable to serve, the most recent past president who consents to serve, shall be appointed.

2. A member appointed by the board of directors.

3. A member, who is not currently serving on the board, appointed by the president.

Section 2 -- On or before February 1, the Nominating Committee shall file with the secretary a report of its nominations for officers and directors. On or before March 1, the secretary shall mail a copy of the report to the members. Additional nominations may be made from the floor at the annual meeting, provided that consent of the members nominated has been obtained.

Section 3 -- The election of officers and directors shall be held at the annual meeting. The officers and directors shall be elected by ballot. If there is only one candidate for an officer or director position, the president shall declare that candidate elected.

ARTICLE VI - MEETINGS

Section 1 -- Meetings of the membership shall be held at a time and place determined by the board of directors. Notice of the meetings shall be received by the members at least fifteen days in advance of the meeting.

Section 2 -- The annual meeting of the society shall be held on or before June 30 and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.

Section 3 -- Special meetings may be called by the president or by the board of directors and shall be called upon written request of one-tenth of the membership of the society. The purpose of the meeting shall be stated in the call and the business of the meeting shall be limited to that purpose.

Section 4 -- One fifth of the voting members and three members of the board of directors shall constitute a quorum. There shall be no proxy voting.

ARTICLE VII - BOARD OF DIRECTORS

Section 1 -- The officers and directors of the society shall constitute the board of directors.

Section 2 -- The board of directors shall have general supervision of the affairs of the society between its business meetings. The board shall be subject to the orders of the society, and none of its acts shall conflict with action taken by the society.

Section 3 -- The meetings of the board of directors shall be held at a time and place designated by the president. Special meetings of the board may be called by written request of one-third of the members of the board of directors and must be held within thirty days of receipt of request. Notice of meetings shall be received by the members at least fifteen days in advance of the meeting. A majority of the board shall constitute a quorum.

Section 4 -- If a member of the board of directors fails to attend two consecutive meetings of the board without satisfactory cause, as determined by the board of directors with consultation with the member, then the board may consider the position vacant and may proceed to fill such vacancy.

Section 5 -- At the discretion of the president or upon written request of a majority of the members of the board of directors, business of the board may be conducted in person, by mail, or by telephone conference.

ARTICLE VIII - COMMITTEES

Describe here the standing committees you will have.

Section __ -- Such other committees shall be appointed by the president, with approval of the board, as the society, the board of directors, or the president shall from time to time deem necessary.

ARTICLE IX - PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern _________________________________ in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order _________________________________ may adopt.

ARTICLE X - AMENDMENT OF BYLAWS

Section 1 -- Proposed bylaw amendments may be made by ___% of the membership, the board of directors, or . . .

1. The proposed bylaw amendments shall be presented to the board of directors (or a bylaws committee) for consideration.

2. Proposed bylaw changes must be submitted to AWSCPA board of directors for approval prior to submission to the membership. The proposed bylaws must be submitted to membership at least 30 days prior to the meeting at which they will be voted on.

Section 2 -- A two-thirds vote is needed for adoption of an amendment to the bylaws.

Section 3 -- These bylaws may be amended by the board of directors of AWSCPA who shall make amendments affecting the bylaws of the affiliates which, as a requirement of the affiliation, shall constitute amendments to these bylaws. The secretary of AWSCPA shall, within 30 days after adoption of the amendment, send notice containing the text of the amendment and its effective date.

ARTICLE XI - INDEMNIFICATION

_________________________________ shall indemnify its officers, directors, employees and agents to the fullest extent permitted by law.

ARTICLE XII - DISSOLUTION

Section 1 -- This society may be dissolved by the membership by a two-thirds vote of all members.

Section 2 -- In the event of dissolution of the society, the remaining funds will be distributed to the CPE Foundation of AWSCPA, if it exists, or, otherwise, by the vote of the board, to a not-for-profit educational organization which actively promotes the advancement of women and which is exempt under Section 501(c)(3) of the Internal Revenue Code.

Section 3 -- Upon dissolution or termination as an affiliate of AWSCPA, the society shall cease to refer to itself as an affiliate of AWSCPA in any of its communication.