KENTUCKY SOCIETY OF ENROLLED AGENTS, INC.
ARTICLE I: NAME, PRINCIPAL OFFICE, PURPOSES AND RESTRICTIONS
SECTION 1. The name of the organization is the Kentucky Society of Enrolled Agents, Inc.
SECTION 2. The principal office of the Society for transaction of its business shall be located in Kentucky or in such place, within or without the State, as may be determined by the Board from time to time.
SECTION 3. The purposes of this Society include, but are not limited to:
- Advancing all aspects of the Enrolled Agents profession through meetings, communication, publication, education and other programs and activities;
- Articulating and advocating the needs and interest of the members;
- Cooperating on behalf of the profession with persons and businesses directly and through their organizations in matters involving the business and governmental affairs of the profession, and;
- Promulgating policies and activities for the betterment of all individuals involved in some aspect of the profession, and;
- Educating the public with regard to existing and proposed governmental actions that impact Enrolled Agents, and the clientele of Enrolled Agents.
SECTION 4. To the extent practical, the policies and procedures of the National Association of Enrolled Agents (NAEA) shall be adhered to at all times.
ARTICLE II: MEMBERSHIP
SECTION 1. Membership in NAEA is a prerequisite to membership in the Society.
SECTION 2. Membership classes, criteria, and rules for the application, approval, discipline and expulsion shall be established by the Board of Directors from time to time, as may be set forth in the policies, procedures, and resolutions of the Board.
SECTION 3. There shall be the same classes of the membership in the Society as there are in NAEA, and the qualifications for membership in the Society for each class shall be the same as the qualifications for each class of membership in NAEA.
SECTION 4. Membership in NAEA shall be recognized as entitlement to membership in the Society.
SECTION 5. All members must pledge compliance with the code of ethics and professional conduct of the Nation Association of Enrolled Agents and adhere to the provisions of the United States Treasury Department Circular 230, Title 31 Code of Federal Regulations Subtitle A, Part 10, as amended.
SECTION 6. All Members must comply with the continuing professional education requirements of both NAEA and the Internal Revenue Service.
SECTION 7. Membership is presumed to be valid until acted upon by the Board of Directors.
SECTION 8. The NAEA Board can intervene in cases where an NAEA Member is denied membership in the Society if the Society fails to expel or discipline a Member who has been expelled or disciplined by NAEA.
SECTION 9. Upon notification from NAEA that a Member has not timely paid his/her dues or has not met the continuing professional education requirements established in Section 4, or the Member has been disbarred by the Director of Practice of the Internal Revenue Service, the Board may revoke the membership of that individual.
SECTION 10. Members emeritus shall be exempt from the Society’s requirements for continuing professional education.
ARTICLE III: ASSOCIATES
SECTION 1. The Society may establish an Associate category for individuals who are regulated under Circular 230. No Enrolled Agent shall qualify for Associate status.
SECTION 2. Associate status persons shall not be entitled to vote, hold office, or serve as Chair of any Committee.
SECTION 3. The word or term “Associates” may be used by an Associate. Associate cannot use the term “Member” until he/she has achieved Enrolled Agent credentials AND has been accepted as a regular member of NAEA.
ARTICLE IV: COLLEGE STUDENT ASSOCIATES
SECTION 1. The Society may establish a College Student Associate category for individuals who are not regulated under Circular 230 but are enrolled as at least a half time college student. No Enrolled Agent shall qualify for College Student Associate status.
SECTION 2. The Society shall recognize a College Student Associate status for those persons currently enrolled at least half time in an accredited college. College Student Associate status shall be granted for a period not to exceed four (4) years. The Board may extend the term of College Student Associate status recognition.
SECTION 3. College Student Associate status persons shall not be entitled to vote, hold elective office or serve as Chair of any Committee.
SECTION 4. The word or term “College Student Associate” can be used by College Student Associates. College Student Associates cannot use the term “Member” until they have achieved Enrolled Agent credentials AND have been accepted as a regular member by NAEA.
ARTICLE V: DUES
SECTION 1. The annual dues of the Members shall be payable on or before the date set by NAEA.
SECTION 2. Members may be excused from payment of dues for reasonable cause upon application to an approval from the Board.
SECTION 3. The Board may levy such additional assessments as are necessary to carry out the activities of the Society upon ratification by the majority of the Members of the Society at a membership or annual meeting.
SECTION 4. Dues for a Member Emeritus shall be one half (1/2) of the dues for other Members, or such amount as may be determined by the Board.
SECTION 5. Dues for an Associate Member will be assessed at the same rate as for a Member.
ARTICLE VI: ANNUAL AND MEMBERSHIP MEETINGS
SECTION 1. The annual meeting shall be duly announced to the membership at least ten (10) days in advance and will be in such form and at such a time as required by Kentucky statutes.
SECTION 2. The annual meeting shall be held on a date and at a time and place which shall be determined by the Board.
SECTION 3. Other membership meetings shall be held on a date and at a time and place which shall be determined by the Board. The President or duly designated representative shall notify Members at least ten (10) days in advance and will be in such form and at such time as required by Kentucky statutes.
SECTION 4. Regular business meeting of the Board may be held on a date and at a time and place which shall be determined by the Board. Notices shall be sent to Members in the same manner as Membership meetings. Special business meeting of the Board may be convened by either the Presiding Officer of the Board of directors, the President of the Board of Directors, or two (2) Directors upon giving five (5) days’ notice to all members. Such written notice shall contain an agenda of the items to be discussed.
SECTION 5. All meeting of the Board and Committees may be open to the Members except when a confidential issue, as determined by the Board, is before the Board.
SECTION 6. Officers and Directors of the Society shall be elected by the members during the annual meeting of the Society.
SECTION 7. A quorum shall be a majority of the Members present at the annual meeting or membership meeting. A quorum at a business meeting of the Board shall be the majority of Board Members. A quorum at a special meeting shall be a ten (10) of the Members of the Society present on the date of the special meeting. The NAEA records shall determine the Society’s membership on the date of the special meeting.
ARTICLE VII: BOARD OF DIRECTORS
SECTION 1. The Board of Directors of this Society shall be comprised of the President, Vice President, Secretary, Treasury, Immediate Past President and the following: at least four (4) but no more than six (6) directors at large. Half of the Directors will be elected in even-numbered years and half in odd-numbered years.
SECTION 2. The Board shall approve all chair persons selected by the President.
SECTION 3. The Board shall have the duty to remove a chairperson or director for cause, which may include, but not limited to neglect of duty, incompetence, or misconduct.
SECTION 4. The Immediate Past President of this Society shall be a Member of the Board.
SECTION 5. The President shall appoint a Member to fill any vacancy on the Board due to death, resignation, or removal.
SECTION 6. All members of the Board shall serve a two (2) year term and may be reelected and said term shall coincide with the annual meeting. For year 2015/2016, President, Vice President, and three Directors will be elected for a term of one year. Secretary, Treasury and four Directors will be elected for a term of two years. This will achieve alternating elections to allow for continuity of Officers and Directors.
ARTICLE VIII: OFFICERS
SECTION 1. The officers shall consist of a President, Vice President, Secretary, and Treasurer. The officers shall be elected by a majority vote from the Members present at the meeting so designated for this purpose.
SECTION 2. The President shall be the chief officer of this Society and shall preside at all meetings of the general membership and the Board. He/She shall be an ex-officio member of all committees and may appoint, with the approval of the Board, any committees deemed necessary and advisable to promote the welfare of the Society. He/She shall make written report to the Members at the annual meeting and shall do any provisions of the bylaws, articles of incorporation and current Robert’s Rules of Order to protect the rights and interests of all Members of the Society.
SECTION 3. The Vice President shall become President of the Society in the event of the President’s death, resignation or failure to fill his/her office. In that event, a special election shall be held for the election of the new Vice President. The Vice President shall be expected to preside in the absence of the President on any occasion.
SECTION 4. The Secretary shall keep minutes of annual and special meetings as well as all board meetings and they shall be the official records of the Society. The Secretary shall have possession and supervision of the membership lists of this Society. The Secretary shall certify the election of all officers including his/her successor.
SECTION 5. The Treasurer shall keep the financial and tax records of the Society. He/She shall be bonded in an amount as the Board shall from time to time require. Bond shall be paid from the account of the Society. He/She shall report dues payments to the Board so that the records of Members shall indicate dues paying status of each Member, make reports to the Board, and shall report to the membership as requested by the Board. The Treasurer shall prepare or cause to be prepared with Board approval all tax returns and other required government reports and timely submit those tax returns/reports to the Board for approval and filing with the various governmental agencies.
SECTION 6. Any vacancy of an officer position either by death, disability, resignation or failure to fill her/her office shall by filled by Members appointed by the President.
ARTICLE IX: COMMITTEES
SECTION 1. The Board shall authorize the bylaws, executive, nominating, and finance committees.
SECTION 2. It shall be the duty of the President to establish other committees and task forces as needed. Only Members of the Society shall serve as a chair of a Committee or Task Force. A Board Member shall be appointed by the President to serve as the liaison to each Committee and to each Task Force. Each Committee and Talk Force Chair shall report to the Board.
ARTICLE X: CHAPTERS
SECTION 1. The Board may sanction the formation of local chapters within the geographic boundary of Kentucky. Chapter boundaries may overlap.
SECTION 2. The Board may grant written permission to any local chapter to use the Society’s name and/or log in conjunction with its own name in establishing a means for advertising or publicity or other purposes.
SECTION 3. Application for authority to form a local chapter shall be addressed to the Society’s Board of Directors and must be signed by no fewer than ten (10) Enrolled Agents who are Members of the Society and NAEA.
SECTION 4. The application shall state the specific contiguous geographical region that shall be defined in terms of counties or other terms acceptable by the Society’s Board.
SECTION 5. An authorization shall be signed and executed by the Society’s Board when a chapter has been duly formed. The acceptance by such chapter of this authorization shall be deemed as ratification and acceptance of the Bylaws of this Society and the chapter’s membership shall therefore be bound by its contents.
SECTION 6. All Members of the Society who reside in and/or or whose principal place of business is located in the chapter’s geographic territory may be Members of the Chapter.
SECTION 7. Members of chapters are required to be Members of the Society and NAEA.
ARTICLE XI: EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
SECTION 1. The Board, except as otherwise provided in these bylaws, may by resolution, authorize any officer or agent of the corporation to enter into any contract or execute and deliver an instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation for any purpose or in any amount.
SECTION 2. All funds of the corporation shall be deposited to the credit of the corporation in such bank(s) as the Board selects.
SECTION 3. The Board may accept, on behalf of the corporation, any contribution, gift, bequest, or device for the general purpose or any special purpose of the corporation, provided that the Society has met the requirements of the Internal Revenue Code Section 501(a).
ARTICLE XII: CORPORATE REPORTS AND SEAL
SECTION 1. The Society shall keep at its principal office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and all meeting of Members with the time, place of holding, whether regular or special and if special, how authorized, the notice given, the names of those present at Director’s meeting, the number of Members present at meetings and the proceedings thereof.
SECTION 2. The Society shall keep and maintain adequate and correct amounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
SECTION 2. The Board may adopt and use a corporate seal. Such seal shall be affixed to all corporate instruments, but failure to affix the seal shall not affect the validity of any such instrument.
ARTICLE XIII: FISCAL YEAR
SECTION 1. The fiscal year of this corporation shall be from July 1 through June 30.
ARTICLE XIV: BYLAWS
SECTION 1. These bylaws shall become effective immediately upon their adoption. Revocation of or amendments to these bylaws shall become effective immediately upon their adoption unless the Board of Directors or Members, in adopting them as hereinafter provided, shall provide that they are to become effective at a later date.
SECTION 2. Subject to any provision of law applicable to the amendment of bylaws of nonprofit corporations, these bylaws, or any portion of them, may be altered, amended or repealed and new bylaws adopted by the vote of a majority of the Members voting. Such a vote shall be valid if the proposal(s) for bylaws changes are submitted, either electronically or in writing via U.S. Mail to the entire membership, at the addresses on the Society’s files, and if the Members are given thirty (30) days, as the Board may direct, to return their ballots to the Society’s business office.
ARTICLE XV: RULES OF ORDER
SECTION 1. Rules or order at any meeting of this corporation shall follow Robert’s Rules of Order, as revised.
ARTICLE XVI: INDEMNIFICATION AND INSURANCE
SECTION 1. The Society shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of all its agents, including officers, directors, and employees against any liability asserted against or incurred by the agent arising out of the agent’s status in such capacity.
ARTICLE XVII: DISSOLUTION
SECTION 1. The dissolution (or winding up) of the Society shall follow the requirements of the Kentucky Corporate Code. Upon dissolution, assets of this Society remaining after payment of or provisions for payment of all debts and liabilities of the Society, and after compliance with the Internal Revenue Code for distribution of any assets, shall be distributed to a charitable organization, the federal government, or to a state/commonwealth or local government, for a public purpose. It shall be the duty of the Board of Directors to select such exempt organization and/or government entity.