LOUISIANA SOCIETY OF ENROLLED AGENTS
BYLAWS
Revised August, 2012
ARTICLE I
NAME, PRINCIPAL OFFICE, PURPOSES AND RESTRICTIONS
1.01 Name
The name of this organization is the Louisiana Society of Enrolled Agents (Society). The Society is incorporated in the State of Louisiana as a non-profit corporation.
1.02 Principal Office
The principal office of the corporation for the transaction of its business is to be located in the city of the current President. The Board of Directors (Board) may change the location of the principal office.
1.03 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) To develop a statewide organization of Members and local chapters as the basis of an effective state and national organization;
(c) To represent the interests of the Louisiana Society members as part of the National
Association of Enrolled Agents (NAEA);
(d) To represent the Enrolled Agent on the state level with all government agencies;
(e) To promote and protect the interests of Enrolled Agents;
(f) To exercise all rights and powers conferred on nonprofit corporations under the laws of the State of Louisiana.
1.04 Restrictions
All policies and activities of the Society will be consistent with:
(a) Applicable federal, state, and local antitrust, trade regulation or other legal requirements, and
(b) Applicable tax exemption requirement.
ARTICLE II
DEFINITIONS AND PARLIAMENTARY AUTHORITY
2.01 Local Chapters
A local chapter is a group formed within a specific geographical area in the State of Louisiana. They will be governed by the Bylaws of the Society. Members of a local chapter must be Members of the Society and NAEA.
2.02 Circular 230
“Circular 230” means the United States Treasury Department Circular 230, Title 31 Code of Federal Regulations, Subtitle A, Part 10, as amended.
2.03 Member
“Member” will refer to both Members and Members Emeritus.
2.04 Notice
The ‘time’ of notice, referred to in these Bylaws is defined as follows:
- for US mail, the date stamped by the USPS;
- for hand-delivery, the time of notice as shown on the record of an IRS-approved carrier;
- for electronic notice, the time stamped on the originating email.
2.05 Parliamentary Authority
Unless otherwise specified in these Bylaws, the rules contained in the current edition of Robert’s Rules of Order Revised will govern the Society in all cases to which they are not inconsistent with applicable laws.
ARTICLE III
MEMBERS
3.01 Qualifications and Rights of Membership
The Society will have two classes of Members: Member and Member Emeritus. An individual must be a Member in good standing of NAEA to be a Member of the Louisiana Society of Enrolled Agents.
3.02 Member
Membership in the Society is limited to those persons holding a current Enrollment Card issued by the United States Treasury Department, Internal Revenue Service, and those persons qualifying under Section 3.03 of these Bylaws.
3.03 Member Emeritus
A Member Emeritus will be a person who has been a Member for the preceding five (5) years, who is on “active retired status” under Circular 230. A Member Emeritus will not be required to fulfill the requirements for continuing professional education (CPE). The Board may waive the requirement of membership for the preceding five years.
3.04 Member Obligation to Follow Society/NAEA Rules
Each Member of the Society agrees to abide by these Bylaws and any amendments thereto, and by the lawful actions of the Board or the voting Members of the Society. In particular, without limitation, each Member will fulfill CPE requirements as promulgated by NAEA, will annually report to NAEA the fulfillment of those requirements, and will abide by the NAEA Code of Ethics and Rules of Professional Conduct, and these Bylaws.
3.05 Member Liability
No Member will personally or otherwise be liable for any obligations of the Society.
3.06 Compensation
No person who holds office in the Society or its chapters will be employed by the Society except as an educational instructor. Members who serve in volunteer or elective positions for the Society will do so without remuneration; however, the Board may allow reimbursement for actual and necessary expenses incurred for Society business.
ARTICLE IV
MEMBERSHIP DUES AND ASSESSMENTS
4.01 Setting Annual Dues
The Board will set the amount of the annual dues for membership. The amount of the annual dues will be noticed to the membership no later than sixty (60) days after the Board has voted to change the annual dues or ninety (90) days prior to the close of the fiscal year, whichever occurs first.
4.02 Payment of Dues
Membership dues are due and payable to NAEA in accordance with NAEA requirements. Once submitted, dues remain the property of NAEA and the Society unless membership is rejected upon application.
ARTICLE V
MEMBERSHIP STATUS
(Cessation, Suspension, Expulsion)
5.01 Cessation of Membership
A membership will terminate whenever any of the following events have occurred:
(a) Resignation of Member, on reasonable notice to the Society or to NAEA;
(b) Failure to maintain NAEA membership requirements.
ARTICLE VI
MEMBERSHIP MEETINGS
6.01 Annual Meeting
The Annual Meeting of the Members will be held at a place and time selected by the Board.
6.02 Notice of Annual Meeting
The President will issue a Notice of the Annual Meeting not fewer than forty-five (45) days nor more than sixty (60) days prior to the meeting. Such notice may be sent by mail or electronic means. The Notice will be in writing and will include:
- the date, place and time of meeting;
- the agenda;
- the text of any proposed matters for consideration by the membership.
6.03 Election of Officers and Directors
Officers and Directors of the Society will be elected at the Annual Meeting. Nominations, in addition to the Nominating Committee’s report, may be made from the floor at the Annual Meeting by any Member at the time designated.
6.04 Special Meetings
A special meeting of the membership may be called by a petition signed by five percent (5%) of the Members as of the date the petition is received at the office of the Society. The Secretary will promptly attest that the number of signatures is sufficient to comply with the five percent requirement and that the signatures are apparently valid. The Secretary will then issue a call to the Special Meeting with the agenda of topics to be considered. The meeting will take place under Standing Rules for Special Meetings adopted by the Board.
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, will be transacted at a Special Meeting of the Membership.
6.05 Quorum
A quorum at the Annual or Special Meeting will be a majority of the Members in attendance. However, if an Annual or Special Meeting of the Members of the Society is attended by less than one-third (1/3) of the Members, no Bylaws and issues may be voted upon except those that were properly noticed under these Bylaws and the Louisiana Corporations Code.
6.06 Voting
Each Member is entitled to one vote on each matter to be decided at the Annual or Special Meeting of the Society. Cumulative and proxy voting will be prohibited. Unless otherwise specified by these Bylaws, or otherwise required by the Louisiana Corporations Code, or otherwise in conflict with Robert’s Rules of Order, all matters to come before a regular or Special Meeting of the Society will be decided by a majority of those voting.
ARTICLE VII
DIRECTORS
7.01 The Board of Directors
The Board of Directors of the Society will consist of five (5) Directors at large and the Officers of the Society.
7.02 Qualifications and Terms of Office
Only Members will be eligible to serve as members of the Board. Directors will be elected to serve two-year (2) terms. Three (3) Directors will be elected in odd-numbered years and two (2) Directors will be elected in even-numbered years.
7.03 Duties and Responsibilities
The Board will be the governing body of the Society and will have the authority and responsibility for the supervision, control and direction of the Society.
7.04 Removal of Directors
A Director may be removed from office for either of the following reasons:
(a) Any reason in accordance with Louisiana Law; or
(b) Unexcused absence from two (2) or more board meetings in one year’s time. An excused absence may be granted by the Board upon request of the absent Director at the meeting immediately following the absence for illness, scheduling conflicts pertaining to the Director’s professional duties, or any reason deemed appropriate by the Board. Removal of a Director will be by majority vote of the Board excluding the Director being removed from office.
7.05 Vacancies
If a Directorship becomes vacant for any reason, the Board will select a Member to fill the vacancy until the next Annual Meeting at which time the Membership will elect a Director to serve the remaining term.
ARTICLE VIII
BOARD MEETINGS
8.01 Call of Meetings
A meeting of the Board may be called by the President, or upon written request of a majority of the Members of the Board.
8.02 Time and Place of Meetings
The time and place for all meetings of the Board will be fixed and determined by the President with the approval of the Board.
8.03 Notice of Meeting
Notice of meetings will be made to the members of the Board and to the President of each Local Chapter at least seven (7) days prior thereto by the Secretary, or designee, in accordance with Section 2.04 of these Bylaws.
8.04 Open Meetings
All regular meetings of the Board will be open to the Members except when an ethics or professional conduct issue is before the Board. Members attending open Board meetings will be heard.
8.05 Quorum
A quorum at a meeting of the Board will be a majority of the Board.
8.06 Telephonic Meetings
Subject to the requirements of Louisiana law, a meeting of the Board may be held by conference via telephone; or similar communications equipment. Such meeting will be valid if (1) all Members of the Board have been noticed, (2) a majority of the Members of the Board participate, and (3) if all participating can hear one another.
8.07 Action by Unanimous Consent
Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all Members of the Board will individually or collectively consent in writing to such action.
ARTICLE IX
OFFICERS
9.01 Officers of the Society
The Officers of the Society will be a President, a Secretary, a Treasurer, and the Immediate Past President, each of whom will be a Member.
9.02 Election of Officers
Each Officer will be elected by the Members at the Annual Meeting to serve for a one-year term. Officers will 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 may be removed from office for either of the following reasons:
(a) Any reason in accordance with Louisiana Law; or
(b) Unexcused absence from two (2) or more board meetings in one year’s time. An excused absence may be granted by the Board upon request of the absent Officer at the meeting immediately following the absence for illness, scheduling conflicts pertaining to the Officer’s professional duties, or any reason deemed appropriate by the Board.
Removal of an Officer will be by majority vote of the Board excluding the Officer being removed from office.
9.04 Vacancies
If because of disability, resignation or other cause any office becomes vacant, the Board will select a Member to serve the remainder of the term. Section 9.06 supercedes this section should the office of President become vacant.
9.05 President
The President will be the Chief Executive Officer of the Society and will exercise general supervision over the affairs of the Society. The President will preside at all Members’ meetings and Board meetings and will have such other powers and perform such other duties as the Board or the Bylaws may prescribe. The President will appoint or serve as the official liaison to NAEA and to the local chapters.
9.06 Immediate Past President
The Immediate Past President will, in the absence or disability of the President, perform the duties of the President.
9.07 Secretary
The Secretary will be responsible for recording the minutes of the Annual Meeting and all meetings of the Board. The Secretary will have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
9.08 Treasurer
The Treasurer will be the Chief Financial Officer of the Society. The Treasurer, or designee, will receive all funds of the Society and deposit same in the name of the Society in such bank or banks as the Board may select, will maintain complete records and books of account of all the financial affairs and transactions of the Society, will render a report and account to the Board relative to the administration thereof upon request of the Board, will keep complete records of membership dues received, and will have such other powers and perform such other duties as the Board or Bylaws may prescribe.
ARTICLE X
COMMITTEES
10.01 Committee Members
All committee chairs and committee members will be Members. The President will be an ex-officio member of all committees.
10.02 Nominating Committee
No later than the last Board meeting of the calendar year, the President will appoint a Nominating Committee of no less than three (3) Members. This Committee may report to the Board, but will report to the Membership at the Annual Meeting.
10.03 Audit Committee
No later than the end of the term of the Treasurer, the President will appoint an Audit Committee of no less than two (2) Members. This committee should audit the records of the treasury after the last board meeting, but before the Annual Meeting. This committee may report to the Board, but will report to the membership at the Annual Meeting.
10.04 Special Committees
The President will nominate, for the Board’s confirmation, any special committees as required.
10.05 Standing Committees
No later than the second Board meeting of the current term of office, the President will nominate, for the Board’s confirmation, the chairman of the following standing committees:
(a) Bylaws Committee
(b) Education Committee
(c) Government Relations Committee
(d) Legislative Committee
(e) Membership Committee
(f) Publications Committee
(g) Public Relations Committee
(h) Any other committee deemed necessary by the President or the Board
10.06 Task Force Committees
The President may appoint such task force committees as deemed appropriate and will report the formation of any such committees at the next Board meeting.
10.07 Reports and Recommendations
Reports and recommendations of committees will be submitted in writing to the Board.
ARTICLE XI
FISCAL YEAR
11.01 Fiscal Year
The fiscal year of the Society will be from July 1 through June 30.
ARTICLE XII
ASSOCIATES
12.01 Non-voting Associates
The Society will recognize the following:
(a) “Associate” status for those persons who are interested in becoming an Enrolled Agent. Associate will enjoy all the benefits of membership, except they will not vote on any issue before Members, and will not hold elective office. Associates must sit for the Special Enrollment Examination within two (2) years of becoming an Associate and each following year until becoming an Enrolled Agent in order to be qualified to renew their Associate membership.
(b) “Academic Associate” status for those persons who are students and instructors who provide proof of enrollment or instruction in colleges or professionals schools in tax, accounting or finance. Students may retain this associate classification for a period of no longer than ten years before full associate or regular membership dues will be required. Instructors may retain this status so long as requirements for eligibility are met. Associates will fulfill CPE requirements as promulgated by NAEA and will abide by the NAEA Code of Ethics and Rules of Professional Conduct, and these Bylaws
ARTICLE XIII
INDEMNIFICATION AND INSURANCE
13.01 Indemnification
To the fullest extent permitted by law, the Society will 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.
13.02 Insurance
The Society will have the right to purchase and maintain insurance to the full extent permitted by law on behalf of 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.
ARTICLE XIV
DISSOLUTION
14.01 Dissolution
The dissolution or winding up of the Society will follow the requirements of the Louisiana Non-Profit Corporation law. Upon dissolution, it will be the obligation of the Treasurer to ensure that all just debts and claims against the Society are paid. Any funds remaining after payment of all debts and obligations will be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations exempt from taxation under Section 501 of the Internal Revenue Code. Such organizations are to be selected by the Board.
ARTICLE XV
AMENDMENT OF BYLAWS
15.01 Amendment
Amendments to these Bylaws that have been properly noticed may be made at any regular, Annual or Special Meeting of the Members by a majority vote of the Members voting.
15.02 Amendment Proposals
Proposals to amend these Bylaws may be made by Members of the Society or by the Board. The Bylaws Committee will prepare an analysis of the proposed amendment(s) and report to the Board. If the Bylaws Committee recommends that the proposed amendment(s) be submitted to the membership for vote, the Board will cause the proposed amendment(s), together with the analysis of the Bylaws Committee, to be included in the Notice of Annual Meeting.
If the Bylaws Committee reports the amendment(s) is/are not appropriate and the Board agrees, the proponents of the proposed amendment(s) will be notified. The proponents may resubmit the proposal with the signature of ten (10) Members to require the proposed amendment(s) to be submitted to the membership for vote at the Annual Meeting.
