Approved NAEA Bylaws approved December 2012.
Name, Principal Office, Purposes and Restrictions
The name of this organization is the National Association of Enrolled Agents, Inc. (Association). The Association is a California nonprofit mutual benefit Corporation, and these bylaws must be in compliance with the California Non-Profit Corporation Law.
The Association may exercise all lawful powers granted to it pursuant to law and may engage in all lawful purposes and activities that advance the enrolled agent profession.
Definitions and Parliamentary Authority
(i) All members of an Affiliate must be Members of NAEA, and
(ii) Affiliate boundaries may not overlap.
(i) Located within a state, commonwealth, possession or territory of the United States, or the District of Columbia, or
(ii) Located within two or more contiguous states or the District of Columbia, and
(iii) Operating in conformity with rules and procedures established by NAEA.
(i) Located outside the United States, its possessions and territories, and
(ii) Established under and in compliance with the laws of the country in which it was created, and
(iii) Operating in conformity with rules and procedures established by NAEA, to the extent these are not inconsistent with, or in violation of, the laws of the country with which the international Affiliate must comply.
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.
“Member” will refer to both Members and Members Emeritus.
a. The term “Associate(s)” will include any individual who is not an enrolled agent and who is engaged in some aspect of the practice of tax.
b. The term “Academic Associate” will refer to students and instructors who provide proof of enrollment or instruction in colleges or professional schools in tax, accounting, or finance.
The “time” of notice referred to in these bylaws is defined as follows for:
The term “meeting” will be defined as a gathering of Members and Associates for the purposes of conducting Association business.
2.07 Regularly Scheduled Board Meeting
The term “regularly scheduled Board meeting” will be defined as a gathering of the Board of Directors, which usually occurs three times per year, and is noticed in advance as described in Section 9.03.
2.08 Parliamentary Authority
The Association will use a recognized parliamentary authority as specified in the Association’s Policy & Procedure Manual.
2.09 Governance Year
The governance year commences with the Officers and Directors installation ceremony and will run until the next installation ceremony.
3.01 Qualifications and Rights of Membership
The Association will have two classes of Members: Member and Member Emeritus. A Member will be a Member of an Affiliate whose charter includes either the geographic area of the Member’s place of residence or employment. However, contiguous Affiliates may agree to allow Members to join each other’s Affiliate. The Member will be allowed to continue this non-geographic affiliation until such time as the Member chooses to rejoin the Affiliate in the Member’s geographic area.
Membership in the Association is limited to those persons recognized by the United States Treasury Department, Internal Revenue Service as enrolled agents in good standing.
3.03 Member Emeritus
A Member Emeritus will be a person who has been a Member for the preceding five years and who is on “inactive 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 Association Rules
Each Member of this Association agrees to abide by these bylaws and any amendments thereto, and by the lawful actions of the Board or the voting Members of the Association. Each Member will abide by the Association’s Code of Ethics and Rules of Professional Conduct.
3.05 International Member Obligation to Follow Association Rules
International Members will abide by the rules of the Association but only to the extent said rules are not in violation of any laws or rules of the international country having geographic jurisdiction over the international Member. The international Member will also abide by any rules or laws of the international country.
3.06 CPE Requirements
Each Member will complete thirty hours of qualifying CPE per calendar year. The required hours will be prorated for new Members. Qualifying CPE is defined in the Association’s Policy & Procedure Manual.
3.07 Member Liability
No Member will personally or otherwise be liable for any obligations of the Association.
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 days after the Board has voted to change the annual dues or ninety days prior to the close of the fiscal year, whichever occurs first.
4.02 Payment of Dues
Membership dues are due and payable annually per methods approved by the NAEA Board. Once submitted, dues remain the property of the Association unless membership is rejected upon application.
The Board may, upon affirmative vote of two-thirds of the Directors, levy such additional assessments as are necessary to carry out the activities of the Association.
5.01 Termination/Suspension of Membership
A membership will be:
Any Member terminated within the previous six months for nonpayment of dues or non-reporting of required CPE hours, and whose record shows no complaint or charges pending before the Ethics and Professional Conduct Committee, may be eligible for reinstatement.
5.03 Status with Internal Revenue Service
Any Member whose enrollment to practice before the Internal Revenue Service (IRS) is temporarily suspended for any reason by the issuing authority will be automatically suspended from membership during the period of suspension to practice before the IRS. Any Member whose enrollment to practice before the IRS is permanently terminated by the issuing authority will be automatically permanently terminated from the Association.
A Member or an Associate may be disciplined (which may include private or public censure, suspension or expulsion) if:
Actions against a Member or an Associate under this section will be processed in accordance with the current Code of Ethics and Rules of Professional Conduct.
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 Secretary/Treasurer, or designee, will issue a notice by mail and/or electronic means of the Annual Meeting at least forty-five days prior to the date set. Such notice will be in writing and will include:
6.03 Special Meetings
Special meetings may be called as detailed in the California Non-Profit Corporation Law.
A quorum will be a majority of the Members present and whose membership status has been verified at the Annual Meeting. A quorum at a Special Meeting of the Members will be five percent of the Members of the Association. However, if an Annual or Special Meeting of the membership of the Association is attended by less than one-third of the Members, no bylaws and/or issues may be voted upon except those that were properly noticed under these bylaws and the California Non-Profit Corporation Law.
Each Association Member is entitled to one vote on each matter to be decided at the Annual or Special Meeting of the Association. Cumulative and proxy voting will be prohibited. Unless otherwise specified by these bylaws, by the California Non-Profit Corporation Law, or by parliamentary authority, all matters to come before an Annual or Special Meeting of the Association will be decided by a majority of the Members present and whose membership status has been verified at the meeting.
7.01 The Board of Directors
The Board of Directors (Board) of the Association will consist of eleven Directors at large and the Officers of the Association.
7.02 Qualifications and Terms of Office
Only Members will be eligible to serve as Directors and Officers of the Board. Directors will be elected to serve a two-year term. A Director may serve up to two consecutive two-year terms. An appointed term or elected term of less than two years will not exclude a Director from serving two additional consecutive two-year terms. The term of office will commence with the annual installation ceremony.
7.03 Election of Directors
Directors of the Association will be elected by mail or electronic ballot. Five Directors will be elected for terms beginning in odd-numbered years and six Directors will be elected for terms beginning in even-numbered years. Ballots will be distributed by December 1 to all Members in good standing as of November 1 of the current year. Ballots, in order to be valid, must be received at the specified return location by the close of business on December 15 if a business day, otherwise at the close of the next business day. Any Member who wishes to run from the floor in addition to the Nominating Committee’s nominees may submit his/her intention in writing in the manner and at the time prescribed by the Board.
7.04 Duties and Responsibilities
The Board will be the governing body of the Association and will have the authority and responsibility for the supervision, control and direction of the Association.
7.05 Removal of Directors
The Board may declare vacant the office of a Director or may remove a Director for any reason in accordance with the California Non-Profit Corporation Law or other law. A Director will be removed from office for unexcused absence from any two regularly scheduled meetings of the Board per governance year.
Not withstanding any other sections of these bylaws, if a directorship becomes vacant for any reason, the Board may select a Member to fill the vacancy. A) If the vacancy occurs in the first year of the two-year term and is fifteen days or more prior to the beginning of interviews by the Nominating Committee, the Board may select a Member to fill the vacancy until the next installation ceremony. The nominee or candidate with the highest number of votes in the next election who is not elected to a two-year term as Director shall be elected to serve the remaining term of office. B) If the vacancy occurs at a time other than described in A), the Board may select a Member to serve the remaining term of office.
8.01 Officers of the Association
The Officers of the Association will be a President; a President-Elect, who will automatically succeed to the office of President; a Secretary/Treasurer; and the Immediate Past President, each of whom will be a Member. The Officers will have such authority and responsibility customary for their office, and in accordance with the law, bylaws, and policies and procedures of the Association.
8.02 Election of Officers
Each Officer will be elected to serve for a one-year term by the Members in the same manner as prescribed for Directors. The term of office will commence with the annual installation ceremony and will continue until the expiration of the terms for which elected and until their successors have been installed.
8.03 Removal of Officers
The Board may declare vacant the office of an Officer or may remove an Officer for any reason in accordance with the California Non-Profit Corporation Law or other law. An Officer will be removed from office for unexcused absence from any two regularly scheduled meetings of the Board per governance year.
If for any reason any office becomes vacant, the Board will elect a Member to serve the remainder of the term. If a vacancy occurs in the office of the President-Elect, the Board will elect a Member to assume the duties of that office for the remainder of that term, and the election of a President for the following term will be placed before the membership.
The President will be the Chief Executive Officer of the Association.
The Secretary/Treasurer will be the Chief Financial Officer of the Association.
8.07 Executive Vice President
The Board will engage, as an employee, an Executive Vice President who will perform such duties as are prescribed by the Board. The Executive Vice President will be considered an Officer for all purposes except that the Executive Vice President is not a Member of the Association, and, therefore may not vote on matters reserved for Members. The Executive Vice President will be an ex officio non-voting member of the Board. The Executive Vice President will have a written employment contract.
9.01 Call of Meetings
A meeting of the Board of Directors may be called by the President or upon written request of a majority of the Board.
9.02 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.
9.03 Notice of Meeting
Written notice of a regularly scheduled meeting will contain an agenda and be distributed at least seven days prior thereto by the Secretary/Treasurer, or designee, to the Board and to the President of each Affiliate.
9.04 Open Meetings
All regularly scheduled Board meetings will be open to Members. Members attending these meetings will be heard. The Board of Directors will meet in a closed executive session when discussing personnel, legal, ethical or similar confidential issues.
A quorum at a meeting of the Board will be a majority of the Board.
9.06 Telephonic/Electronic Meeting
Subject to the requirements of the California Non-Profit Corporation Law, a meeting of the Board may be held by conference via telephone or similar communications equipment. Such meeting will be valid if (1) the Board has been noticed, (2) a majority of the Board participate, and (3) if all participants can hear one another.
9.07 Action by Unanimous Consent
Any action required or permitted to be taken by the Board may be taken without a meeting, if all Directors and Officers will individually or collectively consent in writing to such action.
The Board will establish procedures for the creation and operation of standing committees and task force committees as it deems appropriate. Committee Chairs will be Members and the majority of the committee will be comprised of Members.
10.03 Executive Committee
The Executive Committee will consist of the Officers of the Association and one Director elected by the Board. The Executive Vice President will serve as an ex-officio non-voting member. The Executive Committee will have such powers and authorities as deemed necessary by the Board and as permitted under these bylaws and the law. The Executive Committee’s actions, if any, will be reported to the Board within fourteen days, or at the next meeting of the Board, whichever is sooner. The existence of an Executive Committee will not relieve the Board, or any individual Director, of responsibility imposed on Directors by the Articles of Incorporation, these bylaws, or the law.
11.01 Fiscal Year
The fiscal year of the Association will be from July 1 through June 30, or such other period as is recommended by the Secretary/Treasurer and approved by the Board.
Affiliates, Societies, and Regions
12.01 Authority to Charter Affiliates
The authority to charter and to modify the territory of existing Affiliates resides with the Board. The Board will establish procedures for the granting of charters at the state, international, or regional level. Only one association-chartered Affiliate will exist for any geographical area.
Bylaws of new domestic Affiliates and the governing documents of international Affiliates will be approved by the Association before a charter is granted.
12.03 Governing Documents
The governing documents of each Affiliate must be in conformity with the bylaws of the Association for the Affiliate to be chartered or to retain its charter. Bylaws changed by Affiliates will be reported to the Association. In case of conflicts between bylaws changed by an Affiliate with the Association bylaws, the Affiliate must be notified that its governing document must be amended, unless the amendment would be in conflict with state law.
12.04 Dues and Application Fees
The Association will allow each Affiliate to set its dues.
12.05 Membership Requirements
An Affiliate must require that its members maintain membership in the national Association. An Affiliate may require its members to maintain membership in a society or chapter within the geographical area of the Affiliate.
12.06 Withdrawal of Charter
Authorization to operate an Affiliate may be withdrawn whenever the Board in good faith determines that any of the following events have occurred:
Such withdrawal under this section will be predicated upon a thorough investigation as specified in the Association’s Policy & Procedure Manual.
12.07 Affiliate Liability
Each Affiliate will be solely liable for any debts or obligations it incurs.
13.01 Associate Category
The Board may establish an Associate category for any individual who is not an enrolled agent and who is engaged in some aspect of the practice of tax.
13.02 Associate Matters
13.03 Academic Associate Category
13.04 Affiliates’ Associates
Indemnification and Insurance
To the fullest extent permitted by law, the Association 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 Association of and from all liabilities, expenses, and counsel fees reasonably incurred in connection with all claims, demands, 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 Association.
The provisions of this Article will be interpreted and applied subject to and in conformance with the provisions of Sections 7237 and 7238 of the California Non-Profit Corporation Law and will be in addition to and exclusive of any rights to which any Director, Officer, employee, or agent may be entitled by law.
The Association will 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 in such capacity arising out of the agent’s status as such.
The dissolution or winding up of the Association will follow the requirements of the California Non-Profit Corporation Law. Upon dissolution, it will be the obligation of the Secretary/Treasurer to ensure that all just debts and claims against the Association 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.
Amendment of Bylaws
16.01 Amendment Proposals
Proposals to amend these bylaws may be made by either Members of the Association, which proposed amendment(s) must be signed by ten Members, or by the Board. All proposed amendments will be presented to the Bylaws Committee. The Bylaws Committee will prepare an analysis of the proposed amendment and submit the analysis to the Board with the recommendation for consideration. If the Bylaws Committee recommends the proposed bylaw amendment be submitted to the membership for vote, the Board will cause the proposed bylaw amendment, together with the analysis of the Bylaws Committee, to be included in the Notice of Annual Meeting or submitted to the membership for mail or email ballot. If the Bylaws Committee concludes the proposed amendment is not appropriate for submission to the membership and the Board agrees, the proponents of the measure will be so notified. However, the proponents of the amendment will have the option of resubmitting the proposed amendment with the signature of 100 Members, in which case it must be submitted to the membership either as part of the Notice of Annual Meeting or by mail ballot for determination.
These bylaws may be amended as follows (provided that in each case, the amendment/s has/have been properly noticed): at any Annual Meeting of the Members, at any Special Meeting of the Members, or by mail/electronic ballot.
Approved as of December 2012