Bylaws

The following are the current bylaws that govern the Missouri Society of CPAs.
(As amended September 2000)

ARTICLE I
Name and Purpose

1. NAME
The corporate name of this Society is "Missouri Society of Certified Public Accountants," hereafter called the "Society." The name of the Society can be changed only by a majority vote of membership at a meeting of the Society of which all members shall have received due notice.

2. PURPOSE
The mission of the Society is to promote and maintain high professional and ethical standards for all its members; to assist its members in providing the highest professional competence, integrity, and objectivity; to protect the interests of the general public in respect to the accessibility of independent and competent professional services; to act in a representative capacity for the profession; to assist members in the pursuit of excellence in management of the public and private practice of accountancy; and to assist in meeting the social and economic needs of members and their communities.

ARTICLE II
Membership

1. CLASSES
Membership shall consist of six classes: fellow, auxiliary, honorary, life, student, and professional leave.

2. FELLOW MEMBERSHIP
A person is eligible to apply for Fellow membership if he or she holds a certificate as a certified public accountant in Missouri or any other jurisdiction issued on passing the Uniform Certified Public Accountant Examination prepared by the American Institute of Certified Public Accountants.

3. AUXILIARY MEMBERSHIP
A person is eligible for Auxiliary membership if he or she is not eligible for Fellow membership, does not retain membership in any organization which has objectives in conflict with those of the Society, and is:

(a) a full-time accounting and/or business educator, or

(b) employed by a member CPA performing duties of the types performed by a fellow member.

Auxiliary members shall have the right to participate in all general membership activities of the Society, including committee service on the chapter and state level (but not the chairmanship of), but they shall have no vote in the management of the Society, nor shall they be eligible to hold office therein.

4. HONORARY MEMBERSHIP
A present or former member of the Society, or any other person who has rendered distinguished service in advancing the interests of the accountancy profession is eligible for nomination for Honorary membership in the Society. The nomination for Honorary membership shall be by two or more members by a written proposal citing the distinguished service which gives rise thereto.

Election to Honorary membership shall be by resolution of the Board of Directors and approval of the membership. Honorary members who would not qualify as fellow members shall have no right of vote.

5. LIFE MEMBERSHIP
The Society, by two-thirds vote of the members present at any annual meeting, may confer Life membership on any person who has been a member in good standing for a period of 20 years and has retired from active practice or employment. The Executive Committee shall make all determinations of whether a prospective life member has retired from active practice. Such Life members shall retain full voting rights. Retired from active practice or employment is defined as less than 500 hours per year of work.

6. STUDENT MEMBERSHIP
A person is eligible for Student membership if he or she is an undergraduate or graduate accounting student, and is not otherwise eligible for Fellow or Auxiliary membership.

Student members may participate in all general membership activities of the Society, including committee service on the chapter and state level (but not the chairmanship of), except that (a) they shall have no vote in the management of the Society, and (b) they shall not be eligible to hold office in the Society.

7. PROFESSIONAL LEAVE MEMBERSHIP
A person is eligible for Professional Leave membership if he or she is (a) eligible for Fellow membership in the Society and (b) is not gainfully employed in the accounting field, including tax services. Professional Leave members may participate in all general activities of the Society, but they shall not be eligible for committee service on the chapter or state level, nor shall they be eligible to hold office in the Society.
Professional Leave membership dues shall be determined by the Board of Directors. Each Professional Leave member's eligibility for Professional Leave membership status shall be reviewed annually.

8. APPLICATION FOR MEMBERSHIP
An application for Fellow, Auxiliary, Student, or Professional Leave membership shall be made in writing to the Society on a form approved by the Board of Directors. The application form shall contain a declaration to be signed by the applicant that he or she has read the bylaws of the Society and agrees to be bound by them. A copy of the bylaws shall be furnished to each applicant upon request.

9. CREATION OF OTHER CLASSES OF MEMBERSHIP
The Board of Directors may from time to time propose the creation of a new class or classes of membership, or the elimination of an existing class or classes of membership, as it may deem necessary and appropriate in furthering the interests of the Society. Any such proposed action shall require an amendment of these bylaws as provided in Article XI herein.

10. CERTIFICATE
A certificate of membership in such form as the Board determines shall be made available to each member. Any such certificate shall be the property of the Society and shall, as applicable, be returned to it if the membership is suspended or terminated other than by death. The certificate of a suspended member shall be returned to him or her at the end of the period of suspension.

11. TERMINATION
If a member is indebted to the Society for dues or other items for more than three months, the Board may terminate the membership 30 days after mailing notice of impending termination to the member at the address shown on the Society's records. Membership may also be terminated for other causes through disciplinary proceedings as provided in Article X.

12. RESIGNATION
A member who wishes to resign from the Society shall submit a resignation in writing, via e-mail or by telephone to the Society office. Action on a resignation shall be postponed until final disposition of any complaint or inquiry involving a cause for disciplining the member under Article X of these bylaws unless the Board of Directors decides otherwise with or without recommendation from the Committee on Professional Ethics or the Trial Board as the Board of Directors may see fit.

13. NON-TRANSFER
Membership is not transferable or assignable.

14. RIGHT OF MEMBERS TO DESCRIBE THEMSELVES AS SUCH
A Fellow, Life or Honorary member shall be entitled to use the designation "Member of the Missouri Society of Certified Public Accountants." A firm licensed to practice public accounting all of whose resident partners or shareholders are members shall be entitled to use the designation "Members of the Missouri Society of Certified Public Accountants."

15. DELEGATION BY THE BOARD OF DIRECTORS OF CERTAIN DUTIES
The Board of Directors may delegate its duties and responsibilities with respect to admission of persons to Fellow, Auxiliary, Student, and Professional Leave membership, termination of membership, acceptance of member resignations, and the readmission of former members, as provided in Sections 2, 3, 6, 7, 11 and 12 of this Article, to the Executive Committee or any other committee designated by the Board. The Executive Committee shall be composed of the Chair, the Chair-elect, the Vice Chair, the Secretary and the Treasurer, who shall be the voting members of the committee and the President who shall be an ex-officio member of the committee.

ARTICLE III
Dues

1. FELLOW AND AUXILIARY MEMBERS
The annual dues of Fellow and Auxiliary members shall be determined by the Board of Directors. The Board may at its discretion designate various categories of Fellow and Auxiliary members as it deems appropriate and may require dues of different amounts for each category so created. Notice of any change in dues shall be given to members at least 30 days prior to the effective date of such dues change. Dues shall be payable in advance for each fiscal year of the Society or in such other manner as the Board shall prescribe.

2. HONORARY AND LIFE MEMBERS
Honorary and Life members shall not be required to pay dues or assessments.

3. NEW MEMBERS
Upon admission, a new member shall pay dues for the fiscal year in which he or she is elected, with an appropriate proration to the end of the fiscal year if he or she is elected in a month after the first month of the fiscal year.

4. ASSESSMENTS
The Society, by a majority vote of the members present at any regular or special meeting, may assess its Fellow members for such purposes and in such amounts as the Board of Directors may recommend. Each member shall be notified of the proposed assessment, the time at which it will be acted on, and the purpose thereof.

5. RESIGNATION, SUSPENSION, AND TERMINATION
Dues paid before resignation or other termination or suspension of membership shall not be refunded or otherwise credited to the member.

6. CANCELLATION
The Board may cancel the dues or indebtedness of a member or excuse a member from future dues or indebtedness in any case that, in the judgment of the Board, is appropriate.

7. CHAPTER PARTICIPATION
The Society shall allocate to each chapter the funds necessary for sound fiscal operation of the chapter's programs. The amount of funds allocated to each chapter shall be established by the Finance Committee and approved by the Board of Directors. With the Finance Committee's recommendation for approval, the budgets will be forwarded to the Board of Directors for approval and incorporation into the annual budget of the Society as provided in Section 2 of Article IX.

ARTICLE IV
Meeting of Members

1. NUMBER
There shall be an annual meeting of members at which officers and directors shall be installed and such other business transacted as may come before the meeting. Special meetings of the members may be called by the chair or the Board of Directors. The chair shall call a meeting when requested by a petition signed by six directors or 2 1/2% of the Fellow members as determined as of the end of the preceding fiscal year. This article does not apply to educational or social meetings.

2. TIME, PLACE, AND AGENDA
The Board of Directors shall designate the time, place and agenda for the annual meeting or any other meeting of members which it may call, and said agenda for the annual meeting shall include a call for new business from the floor. The chair shall designate the time, place and agenda for all other meetings. When the chair calls a meeting on petition of six directors or 2 1/2% of the Fellow members as determined as of the end of the preceding fiscal year, the meeting shall be held within 75 days, but no sooner than 10 days after receipt of the petition, and the agenda for the meeting shall include the matter set forth in the petition. If six directors or 50 members petition for the inclusion of a matter on the agenda of a meeting, the matter shall be included on the agenda of the first meeting held more than 30 days after the date the petition is received.

3. NOTICE OF MEETING
Either separately or through a publication of the Society, written notice of the time, place and agenda of every meeting shall be mailed by the secretary to each member at the address shown on the Society's records. The notice shall be mailed not less than 20 nor more than 90 days before the annual meeting, and not less than ten nor more than 30 days before any other meeting.

4. QUORUM
Fifty members present in person shall constitute a quorum at any meeting of the members, but if a quorum is not present, a majority of the members present may adjourn the meeting from time to time without further notice.

5. VOTE BY MAIL
A mail vote by the members shall be taken when directed (a) by vote of the Board, (b) by vote of a meeting, or (c) by petition signed by at least 2 1/2% of the Fellow members as determined as of the end of the preceding fiscal year and filed with the secretary. The secretary shall prepare the ballot for the mail vote and set forth in it a fair statement of the matter to be voted on and the results of any previous vote of the Board and of the members. The ballots shall be mailed to members within 30 days from the date of the event that required a mail vote. Only those ballots which are received by the secretary at the Society's office within 30 days from the date the ballot was mailed to the members shall be counted. The results of the vote shall be published to the members within 45 days after the valid ballots are received.

ARTICLE V
Board of Directors and Officers

1. DIRECTORS AND THEIR TENURE
The Society shall be governed by a Board of Directors consisting of the officers, the immediate past chair, the chapter presidents, 12 elected directors and, at the discretion of the Board, one Board-appointed Director. Each elected director shall be elected for a three-year term. The Board-appointed director shall serve for a three-year term, unless a shorter term is specified by the Board. Nomination, election and appointment of directors shall be in accordance with Article VI. The President and members of the Society who are members of Council of the American Institute of CPAs (AICPA) shall serve as ex-officio, non-voting members of the Board of Directors. No person shall be a director or officer unless he or she is then a member of the Society, holds a Certified Public Accountants' certificate issued under Missouri law, and unless for a total of three years he or she has served on a committee or committees of the Society or a comparable organization of certified public accountants or as an officer or committee member of a chapter of the Society. An elected Board member nominee (other than the Board-appointed director) may not be a person who was an elected Board member during the immediately preceding fiscal year. If an elected director is elected to the office of vice chair or appointed to the office of secretary or treasurer of the Society, or elected to the office of president of a chapter, there shall be a vacancy created thereby on the Board of Directors which shall be filled in accordance with Section 4 of this Article.

2. OFFICERS AND THEIR TENURE
The officers of the Society shall be a chair, a chair-elect, a vice chair, a secretary and a treasurer. The chair, chair-elect, and vice chair shall be designated elected officers and the secretary and treasurer shall be designated as appointed officers. The elected officers shall be elected as provided in Article VI and shall hold office for one year thereafter and until their successors are elected. The nominee for the office of vice chair shall not be a person who was an officer of the Society in the immediately preceding year. The secretary and treasurer, whose terms shall begin July 1, shall be appointed by the Board of Directors prior to July, and shall serve for one year or until their successors are appointed. The secretary and treasurer are to become familiar with the designated duties and responsibilities prior to assuming office on July 1. Neither the secretary nor the treasurer shall also be an elected director. The chair-elect shall, without further vote, become chair at the annual meeting for the year following his or her election. If, however, a vacancy exists in the office of chair-elect in any year, then both a chair and a chair-elect shall be elected.

3. BOARD DUTIES AND MEETINGS
The Board, acting for itself or through its Executive Committee, shall have general charge, management, and control of the affairs, funds and property of the Society, and shall authorize and control all expenditures. It shall have full power and it shall be its duty to carry out the purposes of the Society as provided in these bylaws. The chair shall designate the time, place, and agenda of each meeting of the Board, except that a meeting shall be held within 15 days after the receipt of a petition for a meeting signed by at least six of the directors. Notice of each meeting shall be mailed by the secretary to each director at the address as shown by the Society's records at least five days before the date set for the meeting. Twelve directors shall constitute a quorum. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board except where otherwise provided by law of these bylaws.

4. REMOVAL OR VACANCY
An elected director, a Board-appointed director, the immediate past chair as director, and an elected officer may be removed by a vote of at least three-fourths of the members present at a meeting of the members called for that purpose. An appointed officer may be removed from office by a majority vote of the Board of Directors. If a vacancy occurs in an office (except that of chair-elect) or directorship (except that of the immediate past chair) the Board of Directors shall designate a member of the Society to fill the vacancy for the remainder of the term.

5. CHAIR
The chair shall be the chief executive officer. He or she shall preside at all meetings of the members of the Society and Board of Directors provided for in these bylaws. He or she shall perform all executive and other duties ordinarily pertaining to the office of chair or delegated to him or her by the Board.

6. CHAIR-ELECT
The chair-elect shall act for the chair in his or her absence or inability to serve, and shall discharge such other duties as the chair or Board of Directors may from time to time assign to him or her. The chair-elect shall be designated to represent the Society on the Council of the American Institute of CPAs for the one-year term beginning with the meeting of Council preceding the annual meeting of the Institute and ending immediately before the Council meeting preceding the next annual meeting of the Institute.

7. VICE CHAIR
The vice chair shall coordinate the activities of the appointive committees which are assigned to him or her and shall be a member of such committees and discharge such other duties as the chair or the Board of Directors may from time to time assign to him or her and shall act as presiding officer pro tempore of the Board in the absence or inability to serve of the chair and chair-elect.

8. SECRETARY
The secretary shall attend all meetings of the members of the Society, and of the Board of Directors provided for in these bylaws, and shall record the proceedings of such meetings. He or she shall keep a register of the names and business addresses of all members and shall give notice of all meetings requiring notice. The secretary shall notify persons elected to membership in the Society of their election and shall furnish the treasurer the names of all persons so elected. He or she shall have charge of the Seal of the Society and shall perform all other duties ordinarily pertaining to the office of the secretary or delegated by the Board or chair. If the secretary is temporarily unable or unwilling to act at any meeting of the members or of the Board, a secretary pro tempore for the meeting shall be selected by a majority vote of those present.

9. TREASURER
The treasurer shall have executive charge of the finances and investments of the Society. He or she shall be responsible for receipt of all funds paid to the Society, and for deposit of them in a bank or banks designated by the Board of Directors. He or she shall make all investments authorized by the Board, and shall make payments through checks signed in a manner designated by the Board for expenditures approved by officers or others having the authority granted by the Board to make such approvals. The treasurer shall keep books of account and shall report to the Board in the manner and frequency designated by the Board. He or she shall perform all other duties ordinarily pertaining to the office of treasurer or delegated to him or her by the Board or chair. If the treasurer is temporarily unable or unwilling to act, a member of the Board designated by the Board shall act in his or her stead.

10. PRESIDENT
The chair, upon authorization of the Board of Directors, shall employ a president whose duties, compensation, and tenure shall be determined by the Board. The president shall employ persons to assist the Board and officers in the discharge of their duties.

11. INDEMNIFICATION AND SURETY
Each officer or director shall be indemnified by the Society against all expenses reasonably incurred by him or her in connection with any action, suit or proceeding to which he or she may be a party defendant or with which he or she may be threatened by reason of his or her having been a director or officer of the Society or by reason of having acted pursuant to a resolution of the Board of Directors, but an officer or director shall not be indemnified for any matter for which he or she is held liable for negligence or misconduct in the performance of his or her duties. The term "expenses" includes the amount paid in satisfaction of a judgment or in the settlement of a claim if the settlement is approved by a majority of the members of the Board of Directors of the Society other than those involved or by a majority of the members of a committee of five or more members of the Society who are not officers or directors so involved appointed by the president, subject to the approval of the Board. The right of indemnification under this article shall not exclude any other right to which an officer or director may be entitled nor restrict the Society's right to indemnify or reimburse an officer or director in a property case even though not specifically provided for herein.

The Board of Directors shall provide, at the expense of the Society, a surety bond in an amount which it may specify, for all individuals entrusted with the assets of the Society.

ARTICLE VI
Nominations and Elections

1. NOMINATIONS COMMITTEE
The Nominating Committee shall consist of the immediate past chair of the Missouri Society of CPAs who will preside, and five elected members and the immediate past president of each chapter. The elected members shall be elected annually to serve until the end of the fiscal year for which they are elected. Only one elected committee member may also serve as a member of the Board of Directors. Only two committee members may be re-elected at one time for the following year, but a member may not be elected for more than two successive years. If a vacancy occurs, the Board shall fill the vacancy by appointment. The committee may not nominate any of its elected members as an officer.

2. MANNER OF NOMINATION AND ELECTION
Officers, directors and members of the Nominating Committee shall be nominated and elected as provided in Article V and in this Article. The Board of Directors may postpone any dates prescribed in sections 3, 4, 5 and 6 of this Article so long as the period of time provided between dates for any act of the members is not shortened.

3. NOMINATIONS BY NOMINATING COMMITTEE
On or before January 10 of each year, the Nominating Committee shall file with the secretary a report of its nominations for elected officers, directors and members of the Nominating Committee for the following fiscal year, with a statement that the nominees have consented to serve if elected. In addition and as required in Section 7 of this Article, the Nominating Committee will nominate an elected member of the AICPA Council from Missouri. The report shall set forth with respect to each nominee (a) the date of each nominee's certificate as a certified public accountant issued under Missouri law and if any earlier certificate as a CPA not issued under Missouri law, (b) the date of his or her Society membership, (c) the name of his or her firm or other business affiliation, and his or her position therein, and (d) a description of his or her service on committees of the Society or its chapters, other similar organizations, or the American Institute of CPAs. On or before February 10, the secretary shall mail a copy of the report to the members.

4. OTHER NOMINATIONS
Nominations for any officer, director, or member of the Nominating Committee may be made by petition filed with the secretary on or before March 10. In addition and as required in Section 7 of this Article, a petition may be filed in the same manner and by the same date for an elected member of the AICPA Council from Missouri. The petition shall be signed by at least 20 members other than the nominee and shall be accompanied by his or her written consent to nomination and to serve if elected. The petition shall set forth the same information concerning each nominee by petition that the report of the Nominating Committee is required to set forth as provided in the preceding section. The secretary shall within five days notify each nominee of the Nominating Committee whether any nomination has been made by petition. If a nomination is made by petition, the secretary shall, within five days, send a copy of the petition, including the names of the petitioners, to each nominee of the Nominating Committee and to each member of the Board of Directors.

5. MAIL ELECTION
If a nomination is made by petition, the secretary on or before April 10 shall mail ballots to the members for a mail vote on the opposing nominees. The ballot shall list the opposing nominees in alphabetical order. With the ballots and with any additional material that may be provided for by the Board of Directors, the secretary shall mail the information concerning each nominee which is required by the preceding sections to be set for in the Nominating Committee's report and the nominating petition. The names of the petitioners shall be furnished upon request to any Society member. Each ballot shall be signed by the member voting it. All ballots received by the secretary at the Society's office on or before May 10 shall be counted and tallied by three members of the Society appointed by the chair who are not nominees, officers or directors.

6. CANVASS
At a meeting of the Board of Directors held after May 10 but prior to the Annual Meeting, the secretary shall present a report of the nominations and, if there were opposing nominees, of the count of the ballots together with the ballots. The Board shall review the report and make whatever investigation it may deem necessary. The Board shall declare the opposed nominees receiving the greatest number of votes and the unopposed nominees presented by the Nominating Committee to be duly elected. Questions regarding the validity of returned ballots and tie votes shall be resolved by a majority of the Board members present at that meeting. The officers and directors so elected shall be installed at the next annual meeting of the members. The Board-appointed director may be nominated, elected or removed by the Board at any regular or special meeting in accordance with Sections 3 and 4 of Article V.

7. ELECTED MEMBERS OF AICPA COUNCIL FROM MISSOURI
The Society shall be represented on the Council of the AICPA by a designated representative as set forth in Article V, Section 6, and one or more members elected for three-year terms, hereafter referred to as "elected members." An elected member of the AICPA Council from Missouri will be placed in nomination for subsequent consideration in the election processes of the AICPA in the same manner as officers, directors and Nominating Committee of the Society as set forth in this Article. This procedure also includes the petition process for additional nominations and subsequent election processes also set forth in this Article, with the exception that the election process ensures only that the nominee with the greatest number of votes will be the Society's nominee for the elected member position on AICPA Council. No nominations for elected members of the AICPA Council will be made or accepted for any year for which a vacancy on the AICPA Council from Missouri will not occur.

ARTICLE VII
Standing and Appointive Committees

1. CREATION
Committees shall be appointed for one year and shall serve until their successors have been appointed. The Board of Directors may create such special or ad hoc committees as it may, from time to time, deem necessary to carry on the business of the Society. The chair or chair-elect shall have the power to appoint the chairpersons and members of such committees.

2. QUORUM
A majority of each committee shall constitute a quorum for the transaction of business and, unless otherwise herein provided, the actions of the committee shall be by a majority vote of the members in attendance. In lieu of a meeting of a committee, the chairman may submit any question to committee members for vote by telephone conference or by correspondence, and any action resulting therefrom validated in writing to all members of the committee.

3. GRIEVANCE COMMITTEE
(a) STRUCTURE There shall be a Grievance Committee consisting of one member at large appointed by the chair of the Society and one member from each chapter of the Society. The president of each chapter shall appoint the member to represent its chapter, which appointee (1) must have been a member of the Society for a minimum of five years and (2) must meet all other requirements, if any, provided from time to time by the Board of Directors.

The membership term of the Grievance Committee shall begin as of July 1 and shall run for three years (initially, however, two members shall be appointed for a one-year term; and two for a three-year term; all as determined by the Board of Directors.) Any vacancy shall be filled by the president of the respective chapter, and such appointee shall serve for the duration of the term of his or her predecessor.

(b) PROCEDURE Should any member of the Society feel that he or she has a valid grievance against the Society, he or she shall submit a written statement thereof to the Grievance Committee, briefly summarizing the grievance and requesting review and settlement thereof by the Grievance Committee. The Grievance Committee shall notify the aggrieved member of the date, time and place where the grievance shall be heard before the committee.

The presence at the hearing of three or more members of the Grievance Committee shall constitute a quorum. At any hearing called, the committee, with or without a quorum, may continue the hearing to a date certain, giving notice thereof to the aggrieved party.

A majority vote by those members present at a hearing at which quorum is present is required for any determination or settlement thereby, which determination or settlement shall be binding on the Society and the member upon review and approval thereof of the Board of Directors.

ARTICLE VIII
Chapters

1. ORGANIZATION
As of the date of the adoption of these bylaws, the following chapters shall be deemed to be duly organized and operating chapters of the Society: St. Louis, Kansas City, Central, Southeast, Southwest, and Northwest, with boundaries and members as designated at the time of adoption of these bylaws. Application for the formation of a chapter may be made in writing to the Board of Directors of the Society, by ten or more members located in a city, county or other territorial region of the state. The Board of Directors may consider and authorize the organization of chapters in various parts of the state of Missouri, define chapter areas and designate the manner in which the affairs of a chapter shall be conducted.

2. MEMBERSHIP
A Fellow, Auxiliary, Student or Professional Leave member with an office in, or employed in a chapter area, shall automatically become a member of that chapter. A Fellow, Auxiliary, Student or Professional Leave member residing in, having an office in, or employed in an area in which a chapter does not exist, shall be requested to designate the chapter to which he or she wishes to be attached.

3. BYLAWS
The bylaws of the chapters shall, as far as practicable, be uniform, and not in conflict with those of the Society, nor shall such bylaws be changed except with the written approval of the Board of Directors of the Society.

4. SUSPENSION AND DISSOLUTION
The Board of Directors of the Society may suspend or dissolve any chapter and such action shall take effect immediately upon ratification of the membership at the next Annual Meeting. In such event all of the property, funds, and records of such chapter shall revert to the Society.

ARTICLE IX
Fiscal and Miscellaneous Matters

1. FISCAL YEAR
The fiscal year of the Society shall begin on July 1 of each year and end on June 30 of the following year.

2. ANNUAL BUDGET
Each year prior to the Annual Meeting, the Board of Directors shall adopt a budget for the ensuing fiscal year, which may be amended from time to time.

3. ANNUAL AUDIT
The Board of Directors shall engage an independent CPA or firm of CPAs to examine and report upon the financial statements of the Society for each fiscal year.

4. SEAL
The seal of the Society shall be a band or scroll on which is inscribed "Missouri Society of Certified Public Accountants 1909." Within the scroll there shall be the word "seal." The seal of the Society may be altered only at a meeting of the Society of which all members shall have received due notice.

5. INFORMATION ABOUT MEMBERS AND APPLICANTS FOR MEMBERSHIP
The officers, directors and employees of the Society are authorized to obtain information from and provide information voluntarily to the officers and employees of the American Institute of CPAs on matters of mutual interest, including information concerning members of the Society and applicants for membership in the Society.

ARTICLE X
Code of Professional Conduct and Ethics Enforcement Plan

1. CODE OF PROFESSIONAL ETHICS
The rules of professional ethics of the Society shall consist of the Code of Professional Conduct of the American Institute of CPAs, including the interpretations and ethics rulings contained therein, as now constituted and as may be hereafter amended, except that in case of any conflict between that code and these bylaws, the bylaws of the Society shall prevail.

2. ENFORCEMENT
(a) Whenever a member of the Society, whether or not he or she is a member of the AICPA, shall be charged with violating these bylaws or any code of professional ethics promulgated hereunder, the said charge shall be initiated in accordance with the terms of any then subsisting 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 Trial Board Division of the AICPA, and the then operative Joint Ethics Enforcement Procedures in effect by virtue of the agreement between the Society and the AICPA.

3. COOPERATION WITH THE AICPA
All committees, boards, and other bodies of the Society are hereby empowered to carry the provisions of Sections 2 (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.

4. DISCIPLINARY NOTIFICATIONS
Disciplinary or other information about a member or applicant for membership in the Society may be exchanged with or provided by the Missouri State Board of Accountancy, other state CPA societies or boards.

5. CRIMINAL CONVICTION, SUSPENSION OR REVOCATION OF CERTIFICATION OR REGISTRATION
(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 he or she, as an individual taxpayer, is required by law to file;

iii. The filing of a false or fraudulent income tax return on his or her, or a client's, behalf; or,

iv. The willful aiding in the preparation or presentation of a false or fraudulent tax return of a client; and 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 as such or to practice public accounting be suspended as a disciplinary measure by any state board of accountancy or agency having similar authority or jurisdiction but, such suspension of membership in the Society shall terminate upon reinstatement of the certificate, license or permit. 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 state board of accountancy or agency having similar authority or jurisdiction.

6. PUBLICATION OF DISCIPLINARY ACTIONS
Notice of the result of final action in every disciplinary matter under Section 3 and Section 5 shall be published in a membership periodical of the Society. In the case of action taken under section 3, the notice shall be in a form approved by the chairman of the hearing panel which took the last action on the matter. In the case of action taken under Section 5, the notice shall be in a form approved by the Society's Board of Directors. In the case of hearings under section 3, the notice shall disclose the name of the member involved if the hearing panel so decides by majority vote of the members present and voting at the hearing at which the action is taken. In the case of action under Section 5, the notice shall disclose the name of the member involved. No such publication shall be made until such decision, suspension, or termination shall have become effective according to any then governing rules.

7. MEMBER COOPERATION
Each member of the Society shall cooperate with the boards and committees of the Society and the AICPA in any disciplinary investigation involving the member or any partner, fellow shareholder, or employee of the member, and shall comply with all board and committee requests for information and documents in connection with any such investigation within 30 days of mailing at the last address shown on the records of the Society.

ARTICLE XI
Amendments

1. METHOD
The bylaws of this Society may be amended, altered or repealed by any of the following three ways:

(a) By a two-thirds vote of members present at any Annual Meeting, provided that notice shall have been given by mail to each local chapter and each member of the Society, in writing at least one month prior to the date of such meeting of the details of the proposed amendment, alteration or repeal.

(b) By a proposal or proposals submitted to the president of the Society, and approved by the Board, whereupon such proposal or proposals shall be submitted to all members of the Society for a vote by mail, and if voted upon by at least one-third of the members and if approved in writing by two-thirds of the members voting, shall become effective as an amendment to the bylaws; such mail ballots shall be valid and counted only if received within 30 days after date of mailing ballot forms from the office of the secretary;

(c) By a two-thirds vote of members present at any special meeting of the Society, provided that notice shall have been given by mail to each local chapter and each member of the Society, in writing, at least one month prior to the date of such meeting of the details of the proposed amendment, alteration or repeal.

2. EFFECTIVE DATE
An amendment shall take effect the last day on which votes of the members may be received unless in adoption of the amendment a later date is specified.