INDIANA SOCIETY OF ENROLLED AGENTS

BYLAWS

Article 1: Name, Principal, Purposes and Restrictions

Section 1.   The name of the organization is the Indiana Society of Enrolled Agents (hereinafter referred as “Society”) organized under 501(c)(6) of the Internal Revenue Code.

Section 2.  The principle office of the Society for transaction of it business shall be located in Indiana or in such other 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:

a.  Advancing and implementing all aspect of the Enrolled Agents profession through meetings,

b.  Articulating and advocating the needs and interest of the profession;

c.  Cooperating on behalf of the profession with persons and business directly and through their organizations in matters involving the business and governmental affairs of the profession;

d.  Promulgating polices and activities for the betterment of all individuals involved in some aspect of the profession, and;

e.  Explaining and clarifying to the public proposed and existing governmental actions that will 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 the NAEA is a prerequisite to member in the Society.

Section 2.  Membership classes, criteria, and rules for application approval, discipline and expulsion shall be established by the board of directors from time to time, and may be set forth in the policies, procedures and resolutions of the board.

Section 4.  Membership in the NAEA shall be recognized as entitlement to membership in the Society.

Section 5.  All Members must pledge compliance with the code of ethic and professional conduct of the NAEA and adhere to the provision of the United States Treasury Department Circular 230.

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 MAY intervene in cases where an NAEA member is denied membership in the Society or the Society fails to expel or discipline a Member who has been expelled or disciplined by the NAEA.

Section 9.  Upon notification fro the NAEA that a Member has not timely paid his/her dues, has not met the continuing professional education requirements established in Article II, Section 4 or the Member has not disbarred by Office of Professional Responsibility of the Internal Revenue Service, the Board may revoke the membership of that individual.

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.  The Society shall recognize an Associate status for those persons who have successfully completed the Registered Tax Return Preparer examination.  Associate status shall be granted for a period not to exceed four (4) years.  The Board may extend the four year Associate status on case by case.

Section 3.  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 “Associate or Affiliate” 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 by NAEA.

ArSeticle 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 at least half time college student.  No Enrolled Agent or Registered Tax Preparers 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 Member shall be payable on or before the date set by NAEA.

Section 2.  All dues shall be apportioned in the first instance to the end of the fiscal year.  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 assessment other then annual dues as are necessary to carry out the activities of the Society upon ratification by the majority of Members of the Society at a membership or annual meeting.

Section 4.  Annual Society dues shall be determined by the Board of Directors and shall not be increased by more then 50% per year.

Article VI:  Annual and Membership Meetings

Section 1.  The annual meeting shall be duly announced to the membership of record at least ten (10) days in advance and will be in such form and at such time as required by Indiana 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.  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 the membership at least ten (10) days in advance and will be in such form and at such time as required by Indiana 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.  Notice 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 two (2) days notice to all members.  Such notice to contain an agenda of the items to be discuss and may be given either telephonically, electronically, verbally, in person or in writing.

Section 5.  All meetings 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 or Committee.

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 majority 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 the society may be a total of no mre then eleven (11) and no fewer than (9) members comprising no more then six (6) but not less than four (4) Directors at Large, the immediate past president and the current officers of the Society that being the President, Vice President, Secretary and Treasurer.

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 sit on the Board until a new president is elected.  Said person shall have voice but no vote.

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 2014/2015 President, Vice President and three directors will be elected for term of one year.  Secretary, Treasury and four directors will be elected for term of two years.  At the annual membership meeting in 2015, the President, Vice President and three directors will be elected for 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 meeting 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 and all thing that, with the approval of the Board, may be necessary to carry out the provision of the bylaw, articles of incorporation and Robert’s Rules of Order to protect the rights and interest 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 a 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 this 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 hiss/her successor.

Section 5.  The Treasurer shall keep the financial and tax records of the Society.  He/She shall be bonded in 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 his/her office shall be filled by Members appointed by the President.

Article IX:  Committees

Section 1.  The Board may authorize the executive, bylaws, 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 chair of a Committee or Task Force.  A Board Members may be appointed by the president to serve as the liaison to each Committee and to each Task Force.  Each Committee and Task 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 Indiana.  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 connection 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 the 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 chapters of this authorization shall be deemed as ratification and acceptance of the Bylaws of the Society and its membership shall be therefore be bound by its contents.

Section 6.  All Members of the Society who reside and/or whose principal place of business is located in the chapter’s geographic territory shall be Members of the Chapter.

Section 7.  Members of chapters are required to be Members of the Society and the 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 and such authority may be general or confined to specific instances.  Unless authorized, no officer, agent or employee shall have any power or authority to bind the corporation for any purposes or in any amount.

Section 2.  All funds of the corporation shall be deposited to the credit of the corporation in such bank as the Board selects.

Section 3.  The Board may accept, on behalf of the corporation, any contributions, gift, bequest, or devise for the general purpose of, or any special purpose of the corporation, provided that the Society has met the requirements of Internal Revenue Code Section 501(a).

Article XII:  Corporate Reports and Seal

Section 1.  The Board shall provide for the preparation and submission to the Members, a written annual report, including financial statement.  Such report shall summarize the corporation’s activities for the preceding year and activities projected for the forthcoming year.  The financial statement shall consist of a balance sheet as of the close of the business of the corporation’s fiscal year, and a summary of receipts and disbursements certified by the President or the Treasurer.

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 of the following year, or such other period of 12 months as the board may from time to time determine.

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 has hereinafter provided, shall provide that they are to be 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 proposed(s) bylaw changes are submitted in writing to entire membership, at the address on the society’s files, and if the Members are given (number of days) days, as the Board may direct, to return their ballots by first class U.S. Mail to the Society’s business office.

Article XV:  Rules of Order

Section 1.  Rules of 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 it’s 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 XVII:  Dissolution

Section 1.  The dissolution or winding up of the Society shall follow the requirements of Indiana Corporate Code.  Upon dissolution of this Society, assets shall be distrusted for one or more exempt purposes with the meaning of section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distrusted to 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 organizations and/or government entity.

Approved and recommended for adoption on the 22 day of August 2014 by ISEA Officers.