ficpa atlantic chapter 2010-2011 operations manual
DESCRIPTION
FICPA Atlantic Chapter Operations Manual 2010 - 2011TRANSCRIPT
Florida Institute of Certified Public Accountants Atlantic Chapter
2010-2011
Last revision date: Tuesday, June 08, 2010
Table of Contents I. Introduction .......................................................................................................... 7
Forward ............................................................................................................ 9
Message from the President .......................................................................... 10
Goals 2010‐2011 ............................................................................................ 11
FICPA Mission Statement ............................................................................... 13
Atlantic Chapter Supplemental Mission Statement ....................................... 14
II. Organization ....................................................................................................... 15
The Institute ................................................................................................... 16
Regions ........................................................................................................... 17
Chapters ......................................................................................................... 18
Organizational Chart ...................................................................................... 19
III. Duties ................................................................................................................ 21
Duties of our Regional Representative ........................................................... 23
President ........................................................................................................ 26
President‐elect (Program Chairperson) .......................................................... 28
Secretary ........................................................................................................ 30
Treasurer ........................................................................................................ 32
CPE Chapter Liaison (VP & CPE Committee Chairperson) .............................. 33
Nominations Committee Chairperson ............................................................ 34
Membership Committee Chairperson ............................................................ 35
Legislation Committee Chairperson ............................................................... 37
CPE Seminar Chairperson ............................................................................... 39
Sponsorship Chairperson ............................................................................... 41
Social Event Chairperson ................................................................................ 42
Registration Chairperson ................................................................................ 43
Young CPAs Chairperson ................................................................................ 44
Education Chairperson ................................................................................... 45
Education Task Force Chairperson ................................................................. 47
Volunteer Chairperson ................................................................................... 48
Public Relations (PR) /Media Chairperson ...................................................... 49
Directors ......................................................................................................... 50
FAU Accounting Students Association (ASA) Liaison ...................................... 51
IV. Resources .......................................................................................................... 53
2010‐2011 Contact Information FICPA Atlantic Chapter ................................ 55
Important Institute Contacts .......................................................................... 57
Board Meeting Dates 2010/2011 ................................................................... 59
CPE Program Dates 2010/2011 ...................................................................... 60
Services available from Administrative Offices .............................................. 61
Chapter Mailing Service ................................................................................. 62
Electronic Chapter Meeting Notices ............................................................... 64
CPE Reporting Guide ...................................................................................... 66
Chapter CPE Information – Timeliness is Vital ............................................... 68
CPE Guidelines ................................................................................................ 70
Sample CPE Course Outline ............................................................................ 74
Parlimentary procedure guide ....................................................................... 75
Email and member information policy ........................................................... 81
Past Presidents List & Contact Information .................................................... 85
Election Procedures ........................................................................................ 90
Installation Ceremony Procedures ................................................................. 91
Chapter Officers Installation Language (short version) .................................. 95
V. Bylaws ................................................................................................................ 97
Institute Articles of Organization ................................................................... 99
Institute Bylaws ............................................................................................ 106
Atlantic Chapter Bylaws ............................................................................... 118
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I. Introduction
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I. Introduction
FICPA Atlantic Chapter Operations Manual (Revision 6.8.2010) 9
Forward The FICPA Atlantic Chapter Operations Manual 2010‐2011 is a tool made available to Chapter Officers and Directors. Many people have contributed to the development of this manual and deserve special thanks. The expectation is this manual will evolve with future administrations and needs of the Chapter. Improvements are encouraged; please make recommended changes in writing and submit to the Secretary. If discussion is required before making a revision, the Secretary will make the item a topic on the next board meeting agenda.
I. Introduction
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Message from the President I am so proud to serve as President of the FICPA Atlantic Chapter for the upcoming 2010‐2011 year. My pledge is to work with each of you and support you in our efforts to serve the CPA community. This year presents many challenges and opportunities. To stay relevant we will need to continue to serve our members better and in more ways than we have in the past. As a board, we have set out an ambitious and innovative agenda to accomplish this goal. Through our collective efforts, I believe we will create a significant impact in the following areas on behalf of the entire CPA community: CPE/Member Service – to provide interesting and relevant continuing education programs and venues to advance our members’ professional development Education – to support and cooperate with our area schools and universities, to raise funds for scholarships for young aspiring accounting students and make a special effort to leverage our efforts through the Coulter matching grant Community Involvement – to encourage our members to contribute to the community through participation in the Financial Literacy Program and the Annual Breast Cancer Walk The following pages include an addendum listing the Atlantic Chapter’s specific, measurable goals, as reviewed by our Board of Directors. Our mission is to accomplish these goals, and as a result, serve the members of the FICPA Atlantic Chapter. I look forward to working with each of you for what promises to be an exciting and successful year. Sincerely, John A. Makris, CPA/PFS President, 2010‐2011
I. Introduction
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Goals 2010‐2011 Goal #1: Serve and involve broader cross‐section of members in the chapter meetings and events. Action:
1. Provide CPE that is relevant and interesting to our members. 2. Grow interest in young upcoming CPAs. 3. Provide new venues for meetings.
Assigned Responsibility:
1. Noah Rubin, Speaker Chair 2. Lena Parenyak, Young CPA Chair 3. Special Events Committee
Measures of Success:
1. Hold 2 morning CPE meeting in the Fall 2010 2. Maintain or increase attendance at dinner meetings 3. Hold President/Student Night with 2nd Annual Past Pres. “Roundtable” 4. Involve young CPAs in at least one special event/increase attendance
at meetings Goal #2: Maximize fundraising potential for the FICPA Education Foundation/Coulter Matching grant. Action:
1. Establish Ed Foundation Task Force to explore the potential for an Atlantic Chapter fundraiser and identify the appropriate resources.
2. Promote participation in fundraising events. 3. Promote event sponsorships
Assigned Responsibility:
1. Michael Bloom/Ira Herschbein, Ed Task Force 2. Devon Falcone, Sponsorship Committee 3. Special Events Committee
I. Introduction
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Measures of Success: 1. Increased Atlantic Chapter involvement with Ed Foundation fundraisers 2. Establish an Atlantic Chapter fundraising event 3. Increase sponsorship dollars
Goal #3: Succession Planning Action:
1. Promote benefits of volunteerism for professional development to member firms
2. Recruit volunteers 3. Assign/match volunteers to events, committees and the board.
Assigned Responsibility:
1. Board of Directors 2. Barbara Stone, Volunteer Committee
Measure of Success:
1. Increase number of firms supporting the chapter through volunteers, speakers, sponsorships, etc.
2. Increase in number of volunteers serving on committees 3. Establishment of volunteer data bank
Goal #4: To Promote CPA participation community support projects Action:
1. Promote the Financial Literacy for Teens project 2. Promote participation in the Annual Breast Cancer Walk
Assigned Responsibility:
1. Lynn Fedoriw/Lena Parenyak, Cancer Walk Committee 2. Mary Walsh, Education Committee
Measure of Success:
1. Conduct 2 Financial Literacy for Teens seminars 2. Increase number of cancer walk participants and dollars raised
I. Introduction
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FICPA Mission Statement We serve the diverse needs of our members; enhance their competency and professionalism; support professional standards; promote the value of our members and advocate on behalf of the profession. WHAT WE VALUE
Members, who are the reason for our existence
The respect and recognition of the CPA designation
Our volunteers and staff
Integrity, competency and ethics
Collaboration through trusted relationships
Promotion and facilitation of life‐long learning
Acting as trusted stewards of our members’ investments
Dedication to continued membership growth
Fostering leadership development
Communicating actively with our stakeholders
Building on diversity as an ongoing commitment
Being a leader in actively pursuing regulatory and legislative reform
Involvement in our communities as trusted financial advisors
I. Introduction
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Atlantic Chapter Supplemental Mission Statement To carry on the mission of the Institute while maintaining as a priority, the needs and concerns of local chapter members by bridging the gap between them and Institute leaders.
II. Organization
II. Organization
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The Institute The Florida Institute of CPAs (FICPA or the “Institute”) is the premier professional organization representing Florida Certified Public Accountants. Founded in 1905, the FICPA has been working to advance the accounting profession in Florida for more than 100 years. The FICPA now has more than 19,000 members. The FICPA serves its members needs at a local level through its 27 chapters across Florida. These chapters are further grouped into six geographical regions. Each region and the chapters within that region hold and promote programming of local interest and provide a conduit for communication with the FICPA leadership. Each of these chapters has its own set of elected officers, consisting of a president, president‐elect, secretary and treasurer. Regional and local chapter members also provide locally elected representatives to serve on the FICPA Board of Governors. The 36‐member Board of Governors, the governing body of the FICPA, is made up of six regional representatives, 19 members‐at‐large, the three most recent past presidents and the eight members of the Executive Committee. The Executive Committee is made up of the FICPA president, president‐elect, five vice‐presidents and the Executive Director, who serves as the secretary‐treasurer. Each of these officers, with the exception of the Executive Director, serves a one‐year term that runs from July 1 to June 30. In addition to the chapter and board officers, the FICPA has dozens of committees, Sections and task forces which have steering committees assigned to provide leadership for these targeted groups. The Institute is headquartered in Tallahassee Florida and daily operations are led by the Executive Director, Kathryn B. Anderson who supervises an employee staff.
II. Organization
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Regions The Institute is organized into six regions shown below: Region 1 Emerald Coast Miracle Strip Tallahassee West Florida Region 2 Jacksonville Mid‐Florida North Central Florida St. Johns River Region 3 Region 4 Gulf Coast Brevard County North Suncoast Central Florida Southwest Florida Polk County Sandspur Volusia County Suncoast West Coast Region 5 Region 6 Atlantic Miami‐Dade Broward County Florida Keys Palm Beach Gold Coast Sailfish Miami‐Downtown South Dade chapters
II. Organization
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Chapters The FICPA serves its members needs at a local level through its 27 chapters across Florida. Chapters hold and promote programming of local interest and provide a conduit for communication with the FICPA leadership. Each chapter has its own set of elected officers, consisting of a president, president‐elect, secretary and treasurer. The chapters are an integral part of the FICPA. They are the mediums by which members of the accounting profession in an area may become acquainted, exchange views and work through the organization for the benefit of the profession. Chapters can provide programs of technical meetings for the exchange of experiences and opinions and for consideration of problems and interest to CPAs. The main purpose of a chapter is to advance the profession and its members through professional meetings. Funds of the Institute (used for these purposes) are trustee funds of the entire membership and should be conserved with due regard for their use to advance professional goals rather than for special purposes or social entertainment. The good of the profession as a whole should be the ultimate purpose of the use of Institute funds. Local chapters are organized in such places in the state and with such minimum number of members and such powers and privileges as granted by the Board of Governors and the FICPA Bylaws. No local chapter shall have or exercise any power except as authorized by the FICPA Bylaws and shall at all times be subject to the general supervision and direction of the FICPA Board of Governors.
II. Organization
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Organizational Chart
OFFICERS
John A. Makris Chapter President 2010/2011
Noah Rubin President‐Elect
Patti‐Ann Dressback Treasurer
David Thorsen Secretary
Adam Ziffer VP & CPE Liason
DIRECTORS, COMMITTEE CHAIRS & COMMITTEE MEMBERS
Noah Rubin (PE) Program Chair
Devon Falcone (D) Sponsorship Chair
Jonathan Gouthro (IPP)
Nominations Chair Mike Bloom (PP) ED Taskforce Chair
Adam Ziffer (VP) CPE Committee
Jim Barnett Noah Rubin (PE) Michael Bloom (PP)Ira Herschbein (PP)
Co‐Chair
Patti‐Ann Dresback Jill Brickel (PP); Jim
Barnett (PP) Barbara Stone (PP)
Howard Isaacs Arthur Levine; Adam Ziffer
Noah Rubin; David
Thorson
Arthur Levine (D) Membership Chair
Barbara Stone (PP)Volunteer Chair PR/Media Chair
Mary Walsh (D) Education Chair
Lena Parenyak (D)Young CPAs Chair
Tiffany Ingraham Patti‐Ann Dresback
Howard Isaacs (D) Registration Chair Legislative Chair Social Event Chair
Lynn Fedoriw (D) Breast Cancer Walk Jim Barnett (D)
Lena Parenyak (CC)
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III. Duties
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III. Duties
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Duties of our Regional Representative The primary responsibility of the Regional Representatives is to encourage regional cooperation and coordinate the affairs of the chapters within a given region of the FICPA. Regional Representatives assist the chapters in attaining their goals and encourage members to become more active in the FICPA. They fulfill an overall filtering role in the communications and feedback system of the FICPA. They assist the president and the FICPA in committee assignments, committee appointments, etc. To this end, Regional Representatives’ specific duties include, among other things, the following:
• Act as a liaison between the chapters in the region and the Board of Governors of the FICPA. • Act as liaison on all issues between the Board of Governors and the chapters. • Attend Board of Governors Retreat. • Attend all Board of Governors meetings. • Attend Committee Days (July). • Attend all Chapter Operations and Membership Committee meetings. • Attend and help staff the FICPA booth at the annual accounting shows (Orlando and Fort Lauderdale). • Attend Board of Accountancy meetings to support the FICPA, as well as to learn how the Board functions. • Ensure that proper and timely notification, to encourage participation, is made to all chapter presidents within the region regarding: Chapter Officers Leadership Conference
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Regional Meetings Other meetings to be held in the region
• Chapter Officers Leadership Conference Present one session for each of the breakout sessions: Officer function Chapters by size Chapters by region
• Attendance at chapter meetings Attend at least one chapter meeting of each chapter in the region
annually. Attend the chapter planning meeting of each chapter in the region.
• FICPA reporting requirements — Coordinate with FICPA staff to ensure that the following reports are
being timely and properly filed by the chapters: o Financial o CPE o Goal Setting o Nominations
• FICPA presidential visits Meet and transport to meeting Brief the president regarding the following:
o Officers of the chapter o Activities of the chapter o Insight into the chapter operations
• Chapter Excellence Award Monitor activities of all chapters in the region, including:
o Planning and goal setting o Chapter activities
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o Regional and state activities o Chapter reporting activities o Chapter membership o Innovation
• Assist with annual installation of chapter officers (if requested). • Assist chapters in the organization of Joint Regional Meetings. • Plan for your successor.
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President The president is the chief elected officer of the chapter. Duties: 1) Presides over all meetings (chapter and board of directors) and is responsible
for all chapter operations.
a) Each chapter must have a minimum of five meetings during the year, with one meeting (in April or May) pre‐set for the election of chapter officers.
b) All chapter officers attend the Chapter Officers Leadership Conference in
May or June before their terms begin in July. 2) Calls for and conducts meetings of the chapter’s board of directors (the board
includes president, president‐elect, CPE Liaison representative, secretary, treasurer and additional elected members).
a) Please note: A president must call a board of directors meeting if three
officers submit a request in writing.
b) Finalize chapter budget in cooperation with the board of directors. 3) Appoints chapter committee chairs and members.
a) The chapter president may appoint committees deemed desirable.
b) The chapter standing committees* are as follows:
i) Membership Committee
ii) Legislation Committee
iii) CPE Committee 4) Supervises and coordinates activities of all officers and committees.
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5) Coordinates chapter activities with the statewide activities of the FICPA.
a) Attends Chapter Officers Leadership Conference in May or June as incoming president.
b) Files chapter activities report of previous year’s activities by June 30 as
outgoing president. 6) Works closely with the staff of the FICPA administrative offices and the
Regional Representative.
a) Schedules a date during the months from July through December for the FICPA president to visit the local chapter. This should be done as soon as possible, as scheduling is done on a first‐come, first‐served basis. After a date is confirmed, send a letter to the FICPA president and the Regional Representative providing details of the meeting. Also, send a copy to the administrative offices.
b) Schedule dates in September, October or November to have an Educational
Foundation trustee present scholarship checks to recipients in the chapter area.
c) Develop a speakers’ bureau in the chapter.
d) Use the Institute’s mailing list and services to notify members of meetings
or other chapter events.
e) In February, all chapter presidents are requested to provide input for statewide committee appointments.
f) Participate in election of Regional Representative.
7) Furnish any assistance or information requested by the FICPA administrative
offices, Board of Governors or Executive Committee. *Descriptions for all of these committees are found under Standing Chapter Committees (Article XI, Section 3, Model Chapter Bylaws).
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President‐elect (Program Chairperson) The president‐elect acts in the absence or inability of the president to serve and carries on all functions of the president. The president‐elect should familiarize himself or herself with the duties and responsibilities of the president in the event of the president’s absence or inability to function in the proper capacity. Duties: 1. The president‐elect is the chair of the chapter’s committee on programs and meetings. This is an important assignment, providing the president‐elect a chance to appear before the group and otherwise prepare for the responsibilities to be assumed when elected to the presidency of the chapter. The president‐elect is responsible for making sure that each of the chapter programs (CPE Programs and Social Events) are organized properly; in particular, this means ensuring: a) the venue is organized and prepared for the program; b) the speaker(s) are organized for the event; c) food and beverage is coordinated and appropriate counts given to the caterer; d) sponsors are organized and their needs taken care of; e) registration is taken care of; f) audio visual equipment is in place g) attendee materials are in place. In order to achieve these tasks, it is expected that the President‐elect supervise various committees and act as the liaison between those committees responsible for the above tasks. Ultimately, it is the responsibility of the President‐elect to make sure that each detail has been tended to.
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2. The president‐elect serves as the chapter liaison to the FICPA regarding its ongoing public relations activities.
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Secretary Duties: 1. The chapter secretary is to keep the minutes of chapter meetings and meetings of the chapter’s board of directors. This job is of particular importance to the FICPA, as it gives the administrative offices staff an indication of any assistance a chapter may need to accomplish its goals.
a) Minutes of each meeting must be forwarded to the FICPA administrative offices within 30 days of the meeting.
2. Issue notices for chapter and board of directors meetings and such special meetings as may be called.
a) After the president decides on a meeting date, the standard procedure for the secretary is as follows:
1) Notify each member in writing at least 15 days prior to the meeting date. 2) Be sure to include the time, date and location of the meeting. 3) If meeting notices are not handled by the FICPA administrative offices, send a copy of the notice to the administrative offices.
3. Keep chapter members advised of elections to office, committee appointments and other important information.
a) Nominations for chapter officers must be made by Jan. 31, preceding the election meeting in April or May. b) These nominations must be sent to the FICPA Secretary‐Treasurer by March 1, and to all chapter members 30 days prior to the election meeting. c) Please note: Any 10 public‐practice or not‐in‐public‐practice members of a chapter may submit supplemental nominations, provided that such
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nominations are filed with the secretary at least 20 days prior to the date of the election of officers. Notice of such supplemental nominations shall be mailed by the secretary to all public‐practice and not‐in‐public‐practice members at least 10 days prior to the election of officers. d) Election results must be included in the minutes of the election meeting and sent to the FICPA administrative offices within 30 days of the election meeting.
4. Handle chapter correspondence, providing copies to the administrative offices.
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Treasurer Duties: 1. Assist preceding year’s chapter treasurer in preparing the chapter annual budget. The budget shall be adopted by the outgoing chapter board of directors and submitted to the FICPA Executive Committee. Each chapter treasurer has the responsibility to prepare and submit the following year’s chapter budget at the end of his or her term. Submit budget before June 30 to the FICPA administrative offices. 2. Prepare, in cooperation with the chapter president, a year‐end financial statement to be submitted to the administrative offices as required by the FICPA Board of Governors. Year‐end report due July 31. Each year’s chapter treasurer is responsible for chapter records until that year’s final financial report is complete and filed with the FICPA Secretary‐Treasurer. (Note: This report must be received in the administrative offices prior to dues being remitted to chapters.) Effective July 1, 1991, all chapters will adopt the chapter uniform chart of accounts. Chapter year‐end reports will be prepared with said chart of accounts effective June 30, 1992. Chapters will also prepare and submit YTD financial statements on a quarterly basis beginning July 1, 1991, with reports due to the FICPA administrative offices 30 days after the reporting date. 3. Furnish financial statements at chapter board of directors meetings. 4. Maintain the chapter’s financial records.
III. Duties
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CPE Chapter Liaison (VP & CPE Committee Chairperson) The committee shall assist the Institute statewide committee in developing and administering a comprehensive CPE program designed to enhance the competence and technical knowledge of all members. Committee Objectives
Help organize and direct quality CPE programs of significant value to the membership.
Determine the membership’s educational needs and interests, and favored scheduling and location of programs.
Coordinate chapter programs with the Board of Accountancy CPE accreditation requirements.
Update the membership regarding any changes in CPE requirements.
Participate on the FICPA CPE Chapter Liaison Committee. Suggested Committee Tasks
Obtain biographical information, program outline and complete chapter notification and review form. Send to FICPA administrative offices, to obtain necessary accreditation from the Board of Accountancy. Due date: at least 10 days prior to program date.
Provide attendance forms or report to FICPA administrative offices no more than 10 days after the event.
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Nominations Committee Chairperson The nominating committee for the officers and members of the board of directors of the chapter should be composed of the three most recent past presidents of the chapter. The most recent past president should serve as chair.
a. If two past presidents are from the same firm, the most senior in service on the committee should be dropped from the committee.
b. If a member declines to serve on the committee, the next most recent past
president should serve during the remainder of the normal term of the replaced member.
c. Nominations for officers and members of the board of directors shall be
made by the nominating committee by Jan. 31 preceding the meeting at which the elections are to take place. Notice of the nominations by the nominating committee shall be mailed by the chapter secretary to all members at least 30 days prior to this meeting. By March 1, this report must be filed with the FICPA Secretary‐Treasurer.
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Membership Committee Chairperson The committee on new members should encourage membership in the Institute and its chapters. Committee Objectives
Supply membership information to those persons eligible for membership.
Promote membership involvement by calling new members, welcoming them and asking them to volunteer with the chapter.
Identify ways to involve existing non‐participating members and encourage them to become active.
Determine if we are meeting member expectations as to the quality of our CPE programs or events.
Committee Tasks
Send “welcome” letters to all new members.
Call new members and invite them to attend the next meeting. Introduce yourself and act as their host at the meeting; try to introduce them to other CPAs to make them feel welcome.
Work with the Volunteer Committee to implement a program to identify, contact and involve all non‐participating members in order to determine their needs and find ways to involve them.
Contact members who do not renew and encourage them to rejoin or determine why they haven’t rejoined.
Brainstorm new ideas for membership services and ways to make members more aware of available services.
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Maintain a simple quality survey of our CPE Speakers and other events. Tabulate and report results to board and to secretary.
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Legislation Committee Chairperson The committee shall assist the FICPA State Legislative Policy Committee and Governmental Affairs staff in carrying out the legislative activities approved by the Institute. Committee Objectives
Assist members in keeping current on local and state legislative developments.
Assist the FICPA State Legislative Policy Committee and Governmental Affairs Department in carrying out the legislative activities approved by the FICPA Board of Governors.
Encourage chapter members to serve on FICPA committees. Suggested Committee Tasks
Solicit ideas from chapter members concerning legislative issues. Recommend program topics or other innovative ideas that will meet this goal. Submit suggestions to the FICPA State Legislative Policy Committee for consideration.
Work with the FICPA Governmental Affairs Department to prepare legislative updates for chapter meetings.
Use the “FICPA NewsFlash” and Florida CPA Today magazine to inform members about the legislative issues of the profession.
Coordinate contacting of chapter members during session on legislative issues as advised by the FICPA Governmental Affairs Department.
Solicit information from chapter members on their relationships with legislators and local politicians through the Key Person Contact Program. Forward this information routinely to the FICPA Governmental Affairs Department.
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Provide information and research on candidates seeking election to statewide office (Florida Governor and Cabinet, Senate, and House of Representatives). Information gathered should be given to the FICPA Governmental Affairs Department.
Arrange a visit with local House and Senate members or a Legislative Update with FICPA Governmental Affairs staff (1‐2 hours CPE). Select a date conducive to high member turnout from the dates preset for the monthly meetings. E‐mail the FICPA Governmental Affairs Department to coordinate this visit — [email protected].
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CPE Seminar Chairperson The CPE Seminar committee shall be responsible for collecting, vetting and choosing appropriate speakers for CPE seminar events. Where possible the committee should organize seminars at least three months in advance. Committee Objectives
Develop a list of CPE speakers for the year;
Plan the year’s CPE seminars to provide interesting, relevant and appropriate content, with a focus on supplying enough hours during the year in ethics and A&A;
Review speaker biographies and course content for suitability;
Co‐ordinate with sponsor committee to schedule sponsor provided CPE;
Greet speakers on seminar day, provide food & beverage, see to their audio‐visual needs.
Suggested Committee Tasks
Have a planning meeting at the beginning of the year to map out a general plan of events for the year to determine types of speakers and programs that should be offered for the year;
Obtain list of past speakers and maintain list of new potential speakers to draw from;
Evaluate effectiveness of speakers for future years;
Arrange for audiovisual needs with the person who sets up the meeting location.
Update the speaker on expected attendance so there will be enough handouts.
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Provide biographical information, program topic, CPE type and qualifying hours to the chapter secretary or person handling the meeting notice for publication in the monthly meeting notice.
Arrange to meet the speaker and introduce him or her to the chapter president. Also, determine if the speaker will be staying for dinner and inform the chapter president.
Send a thank‐you letter to the speaker. Ensure that the speaker receives all agreed‐upon reimbursements by following up with the chapter treasurer.
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Sponsorship Chairperson The CPE Sponsor committee shall be responsible for designing, collecting, vetting and choosing appropriate sponsors for CPE seminar events, social events and other chapter programs and initiatives. Committee Objectives
Design sponsorship program for current year;
Develop a good mix of sponsors from different industries;
Solicit new sponsors;
Educate sponsors about our expectations;
Act as liaison between our sponsors and the club leadership. Suggested Committee Tasks
Have a planning meeting at the beginning of the year to map out a general sponsorship goal (based on guidance from the President) and how to achieve it by reviewing prior year’s sponsorship program, the participants and retention possibilities;
Work with the CPE speaker chairperson and Social event chairperson to determine what events will require sponsorship and what the event can offer the sponsor, (e.g. networking opportunities, brand recognition, speakers or a combination of these).
Act as a liaison between sponsors and the chapter to organize their participation in our events; e.g. provide the appropriate Chairperson(s) with a count of sponsor participants, meal requirements, audio visual requirements or room setup needs.
Responsible for introducing the sponsors to the President and chapter leadership and acting as ambassador for the chapter.
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Social Event Chairperson The Social Event committee shall be responsible for organizing social (non‐CPE events) for members. Committee Objectives
Develop a social event calendar for the year to help attract more chapter members participation; i.e. attract members that would not necessarily attend CPE seminars;
Provide another venue for our sponsors to interact with our chapter members;
Create closer alliances with other professional groups such as the American Bar Association, Estate Planning Council, etc. for our members (and sponsors) to network with.
Suggested Committee Tasks
Have a planning meeting at the beginning of the year to determine appropriate event dates (at least four during the year) and themes or groups that our membership may like to network with;
Work with the Sponsorship Chairperson to integrate events with current sponsor programs or create new sponsorship opportunities;
Choose venue, budget (must at least break‐even), time and guest list;
Market event to the chapter membership and coordinate registration with the Registration Chairperson.
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Registration Chairperson The Registration Committee shall be responsible for registration for all chapter events. Committee Objectives
Maintain registration list for Chapter events;
Keep Chapter Committees responsible for events of attendee counts and meal selections;
Act as a liaison between venue and chapter, providing information to the venue regarding attendee and meal counts;
Manage registration process at event. Suggested Committee Tasks
Develop or improve upon current registration processes to make event registration more efficient and less time consuming;
Work with volunteer committee to solicit help for managing registration at events;
Inform venue and Committees of meal and attendance counts at least five (5) days in advance, updating them closer to the event.
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Young CPAs Chairperson The Young CPAs Committee shall be responsible for promoting the benefits of Chapter membership to our Young CPA members (age 35 and under) or potential members and developing events that would appeal to Young CPAs. Committee Objectives
Solicit the involvement of Young CPAs in our Chapter and Institute;
Find ways to provide membership value for Young CPAs;
Organize events for Young CPAs to be able to network with other CPAs or professionals;
Develop a system of communication and feedback to determine what is important to Younger CPAs.
Suggested Committee Tasks
Plan at least two (2) Young CPA events throughout the year; these can be social or educational in nature;
Help the volunteer committee solicit younger CPAs to serve on committees and the Board of Directors;
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Education Chairperson The Education Committee shall be responsible for promoting the benefits of Chapter membership to future CPAs, evaluating our scholarship and Educational Foundation programs and providing outreach programs to students at the high school and university level to promote the profession. Committee Objectives
Reach out to high school and university students to espouse the benefits of choosing accounting as a profession;
Promote the benefits of the Student FICPA membership to university students (primarily FAU);
Evaluate our scholarship programs and monitor the effectiveness of our contributions to the Educational Foundation;
Act as liaison between FAU, the Chapter and the Institute. Suggested Committee Tasks
Organize the “invite a student to work day” event (in the fall) to give students an opportunity to see what a day in the life of an accountant can be like while providing firms an opportunity to meet prospective hires.
Organize event(s) for Chapter members to interact with FAU accounting students; perhaps, an opportunity for members to speak to students about their experiences and answer any questions that students may have;
Implement the new “financial planning & budgeting” seminars in local elementary schools or public libraries;
Develop and organize a high‐school outreach event to educate students on career paths in accounting.
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Act as a mentor to the Accounting Students Association (ASA) FAU representative; encourage communication between ASA and the chapter.
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Education Task Force Chairperson The Education Task Force will be responsible for promoting the FICPA Education Foundation and identifying fund‐raising opportunities for the Foundation. Committee Objectives
Develop fund raising program to take advantage of the Coulter Foundation matching grant which ends December 31, 2010
Communicate the importance of the Education Foundation to the Atlantic Chapter members
Identify and assist in other chapter and FICPA efforts to raise funds Suggested Committee Tasks
Create an "Ambassadors" program
Support the 2nd Annual Family Retreat @ Ocean Reef Club and other existing efforts to raise money
Work with Special Events Committee to host a President’s Day fund‐raiser
Promote the “Jeans for Scholarship” program
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Volunteer Chairperson The Volunteer Committee shall be responsible for soliciting and organizing volunteers to serve on various Chapter Committees. Committee Objectives
Maintain a roster of volunteers and their interests;
Solicit new volunteers and reaffirm the commitment of existing volunteers for the new year;
Place volunteers with various committees based on the needs of the chapter and interest of the volunteer;
Monitor the effectiveness of the volunteers and solicit feedback from Committee Chairpersons;
Solicit the members for openings on the board of directors;
Act as liaison between the volunteers and the chapter.
Suggested Committee Tasks
Prepare a volunteer request form for distribution at the June meeting to help solicit new volunteers;
Using the membership roster and past attendance lists, create a demographic list (e.g. active CPA regular attending member, retired member, young CPA, public practice, private enterprise, etc);
Sort members by demographic and make telephone calls to solicit volunteers from a reasonable sample from each demographic.
Promote volunteerism amongst our member firms.
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Public Relations (PR) /Media Chairperson The Public Relations Committee shall be responsible for public awareness of the chapters programs and events. Committee Objectives
Create awareness in the public about the Atlantic Chapter in the local community;
Focus on our community projects and contributions to education in the community;
Inform our members about events and programs;
Maintain and improve our web/internet presence. Suggested Committee Tasks
Prepare and maintain list of news media contacts for press statements and announcements regarding activities of the chapter;
Make personal contact with local news media to build a relationship for the current year;
Obtain login information or other information necessary to maintain our web site;
Update our web site as required;
Periodically (monthly) check the Atlantic Chapter page on the FICPA.org website for the current meeting notice and to ensure other information on our pages at FICPA.org are accurate.
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Directors Duties: The directors shall assist in managing the affairs for each chapter. The board of directors should perform the following duties:
1. Assist all officers in carrying out chapter programs and activities.
a. Implement policies set forth by the Institute, and establish guidelines for the operation of the chapter consistent with said policies.
b. Administer the affairs of the chapter, and direct its activities and finances in accordance with Institute policy and bylaws.
c. Control expenditures in accordance with an approved budget.
d. Oversee and coordinate the activities of all chapter committees.
2. Serve as ex‐official committee members at the direction of the chapter president.
3. Meeting attendance: Any member of the board of directors who is absent from three consecutive board meetings is automatically dropped from the board. Any vacancy can be filled as set forth in Article VI, Section 3 of the Model Chapter Bylaws.
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FAU Accounting Students Association (ASA) Liaison The FAU Accounting Students Association (ASA) Liaison (referred to as “FAU Representative”) is the current ASA President or any person he/she appoints. The FAU Representative is invited to participate in all of our Chapter meetings and board of directors meetings at no cost to the Representative. Our Expectations Include:
The FAU Representative will attend our regularly scheduled breakfast board meetings (typically first Thursday of each month 7:45am at Too Jays Restaurant in Boca Raton) at which time, the FAU Representative will bring the Chapter up‐to‐date on any ASA events or programs that the Chapter is assisting with.
The FAU Representative will solicit assistance from the Chapter on projects of interest; in doing so, the FAU Representative will provide a clear outline of:
o The goals of the project/event; o How specifically the Atlantic Chapter can assist; o Timing and method of delivery or venue.
The Chapter will make every effort to assist the ASA upon any formal request by the FAU Representative.
The FAU Representative will act as the liaison to help foster better communication between the needs and goals of both organizations.
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2010‐2011 Contact Information FICPA Atlantic Chapter
Name FICPA Position Firm Address City ST Zip Phone Fax Cell Email
John L. Rencher, Jr.
Regional Representative
Jaguszteyn & Jagusztyn, PA
701 East Commercial Blvd, Suite
200
Fort Lauderdale FL 33334 (954) 491‐1065
(954) 491‐5010
John A. Makris
President The Makris Financial Group
7805 Beacon Sq Blvd, Ste
201
Boca Raton FL 33486 (561) 999‐1982
(561) 999‐1253
(561) 789‐4222
Noah Rubin President‐Elect Oppenheimer & Co, Inc.
4855 Technology Way, 4th Floor
Boca Raton FL 33431 (561) 620‐3125
(561) 703‐7810
Patti‐Ann K. Dresback
Treasurer Beacon Group, Inc,
6001 Broken Sound Pkwy NW #500
Boca Raton FL 33487 (561) 994‐9994
(561) 997‐7087
(561) 441‐5037
David M. Thorson
Secretary Caler, Donten, Levine, Porter & Veil, PA
505 South Flagler drive,
Ste 900
West Palm Beach
FL 33401 (561) 832‐9292
(561) 803‐4660
(954) 254‐6907
Adam Ziffer
CPE Liason Morrison Brown Argiz & Farra, LLP
301 East Las Olas Blvd, 4th
Floor
Ft. Lauderdale FL 33301 (954) 760‐9000
(954) 760‐4465
M. Jonathan Gouthro
Past President (09/10);
Nominations Chair; Chapter Operations Committee
Walton & Company, CPAs PL
2101 NW 2nd
Avenue, Ste 5
Boca Raton FL 33431 (561) 361‐1401
(561) 361‐1414
(561) 866‐9519
Michael I. Bloom
Past President (08/09), ED Task Force Co‐Chair; ED
Foundation
DeMeo, Young & McGrath
Boca Raton FL (561) 447‐9800
(561) 391‐8856
(561) 715‐1110
Name FICPA Position Firm Address City ST Zip Phone Fax Cell Email
Barbara J. Stone
Past President (07/08); Volunteer
Chair
Mackinac Savings Bank
280 N Congress
Boynton Beach FL 33426 (561)736‐8900
(561) 736‐8907
(561) 415‐0407
Devon Falcone
Sponsorship Chair JD Gilbert & Co, CPAs
350 Jim Moran Blvd, Ste 200
Deerfield Beach FL 33442 (954) 419‐1000
(954) 419‐1040
(561) 702‐4289
Lynn A. Fedoriw
Director; Breast Cancer Walk Co‐
Chair
Lynn A. Fedoriw, CPA,
PA
11187 Sea Grass Cir
Boca Raton FL 33498 (561) 852‐4577
(561) 852‐4577
(561) 926‐2268
Jim Barnett Past President (05/06)
Kaufman Rossin & Company
(561) 620‐1715
(786) 470‐2615
(561) 843‐1746
Lena Parenyak
Director; Young CPA Chair; Breast Cancer Walk Co‐
Chair
AVM LP 777 Yamato Road, Ste
300
Boca Raton FL 33431 (561) 544‐4401
(301) 461‐6063
Mary Walsh
Director; Educational Chair
Florida Atlantic University
777 Glades Road
Boca Raton FL 33431 (561) 297‐3248
Howard D. Issacs
Director; Registration Chair
4667 Baldric St.
Boca Raton FL 33428‐4123
(561) 482‐5039
Arthur Levine
Director; Membership Chair
(617) 504‐3454
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Important Institute Contacts
Michael R. Pender Jr.
President 2010‐2011 Michael R. Pender Jr. is a partner in the Sarasota firm of Cavanaugh & Co., LLP, and is serving his fifth term on the Executive Committee. Pender is a member of the AICPA Council and a member of the FICPA Board of Governors, as well as the Finance & Office Advisory Committee, the State Tax Section and the CIRA Section. He is a Platinum Life Member of the FICPA Educational Foundation, a Pacesetter member of the Florida CPA/PAC and the 2003 winner of the FICPA’s Public Service Award. Pender is a member of numerous civic organizations, including Leadership Florida, the Rotary Club of Sarasota Bay and the Boys and Girls Clubs of Sarasota County Foundation Inc. Kathryn B. Anderson CEO‐Executive Director Kathy became the CEO‐Executive Director of the FICPA on July 1, 2005. Kathy originally joined the FICPA in 1976, and served as the Institute's Deputy Executive Director from 1989 until 1998. She left the Institute to become the Executive Director of the South Carolina Association of CPAs where she served for over six years before returning to the FICPA. She has a degree in Management from Florida State University. Kathy also graduated from the six‐year Institute of Organizational Management program and has been a Certified Association Executive since 1989. She has served as president for both the Tallahassee Society of Association Executives and the Florida Society of Association Executives Foundation. Kathy has also been a member of the Board of Directors for CPA/SEA and chaired the Steering Committee for the AICPA National Interchange Conference.
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Mike Holland Director of Chapter and Committee Relations (850) 224‐2727 Ext 500
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Board Meeting Dates 2010/2011 Below are the board meeting dates for the 2010/2011 fiscal year. All breakfast meetings, unless otherwise notified, will be held at Too Jays Restaurant in Boca Raton. Note, that according to our bylaws, any director that fails to attend three (3) consecutive meetings may be removed from the board. You will be advised of any changes to the schedule below.
Date Time Meeting Type
Thursday June 8, 2010 5:30pm Chapter Training Seminar
Thursday July 1, 2010 7:45am Directors Breakfast Meeting
Thursday August 5, 2010 7:45am Directors Breakfast Meeting
Thursday September 2, 2010 7:45am Directors Breakfast Meeting
Thursday October 7, 2010 7:45am Directors Breakfast Meeting
Thursday November 4, 2010 7:45am Directors Breakfast Meeting
Thursday December 2, 2010 7:45am Directors Breakfast Meeting
Thursday January 6, 2011 7:45am Directors Breakfast Meeting
Thursday February 3, 2011 5:30pm Planning Dinner Meeting
Thursday April 21, 2011 7:45am Directors Breakfast Meeting
Thursday May 5, 2011 7:45am Directors Breakfast Meeting
Thursday June 2, 2011 7:45am Directors Breakfast Meeting
Thursday June 16, 2011 5:30pm Chapter Training Seminar
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CPE Program Dates 2010/2011
Date Time Meeting type
Tuesday June 29, 2010 4:30pm Dinner
Tuesday July 20, 2010 4:30pm Dinner
Tuesday August 24, 2010 4:30pm Dinner
Tuesday September 14, 2010
7:45am Breakfast
Tuesday September 21, 2010
4:30pm Dinner
Tuesday October 12, 2010 7:45am Breakfast
Tuesday October 27, 2010 4:30pm Dinner
Tuesday November 23, 2010 4:30pm Dinner
Tuesday December 14, 2010 4:30pm Dinner
Tuesday January 18, 2011 4:30pm Dinner
Tuesday May 17, 2011 4:00pm Dinner
Tuesday June 21, 2011 4:30pm Dinner
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Services available from Administrative Offices The FICPA administrative offices in Tallahassee offer a wide range of services for local chapters. Examples of these services and assistance are: 1. Printing and labeling equipment that enables the production and mailing of
chapter newsletters (via computer printed labels). The administrative offices can save the chapter a considerable amount of money and alleviate an undue burden of volunteer time (See the “Chapter Mailing Service” section of this manual).
2. Provide liaison with FICPA committees in developing chapter programs and
their format, and in obtaining speakers for chapter programs. 3. Scheduling of chapter CPE programs four or more hours in length. Governing
policies are set forth in the “CPE Policy Handbook.” 4. Provide any in‐house CPE programs. Many of these programs have proven to
be extremely effective for chapter use. To order, please contact the administrative offices.
5. Distribute timely news and information to chapters on issues affecting the
profession using the Web site and e‐mail. 6. Publicize chapter programs and activities through articles published in Florida
CPA Today. 7. Help chapters to coordinate the public‐relations activities of the FICPA in the
local area. Some of the services available include the following:
a. The offering of assistance with conceptualizing and editing press releases pertaining to chapter news, as well as assistance with distribution of press releases to local news media.
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Chapter Mailing Service The FICPA can provide mailing services for all chapters at direct cost. Through this service, the administrative office can save the chapters a considerable amount of money and time. It allows chapters to mail their meeting notices, etc., without involving an undue amount of volunteer time on behalf of the officer(s) responsible. To use the service, chapters should follow these steps:
1. Send to the FICPA Chapter Relations Department a “camera ready” or an original copy of the material they wish to have printed via e‐mail, the U.S. Post Office or through the online Meeting Wizard. 2. Allow approximately one week for the FICPA to process the mailing; and 3. Enclose a cover letter, stating the desired mail date. A desired paper color can be indicated, however, we may need to change the color due to availability and time constraints.
Note: Although colored ink is not available, colored paper can be used. All ink will be black. Some photographs do not reproduce well on the FICPA printing equipment. Therefore, we do not recommend their use. Blue ink also will not reproduce, and signatures or writing should be in black, preferably written with a felt tip pen. The per copy charges for chapter mailings vary depending on the number of sheets and impressions. The prices are as follows:
Single‐sided notice $0.18 Two‐sided notice $0.22 Three‐sided notice $0.26 Four‐sided notice $0.30 Five‐sided notice $0.34 Six‐sided notice $0.38
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In addition to the printing charges, chapters will be billed for actual postage charges. Most chapters will qualify for presort rates, which is approximately $0.33 per piece. Discounted rates will be used whenever possible, or as scheduling allows. Chapter lists consisting of fewer than 500 names do not qualify for the postal discounts, and will be mailed at the standard first‐class postage rate, which is currently $0.41 per piece. Price quotations are subject to postal rate increases. The service will be invoiced monthly for charges incurred. The invoice will be sent to the chapter treasurer. Payment for invoices should be on a timely basis.
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Electronic Chapter Meeting Notices Chapter officers have two ways to create an electronic chapter meeting notice. Officers may e‐mail meeting notice information directly to FICPA Chapter Operations Department. The FICPA will then prepare and distribute the meeting notice in plain text. Officers may also create their own notices using the FICPA’s online meeting notice submission wizard. This Web feature allows you to create an eye‐catching, full color, HTML meeting announcement for your members. Using the online wizard is easy, once you log on to the FICPA Web site www.ficpa.org. A few details: 1. Log in using the member box on the FICPA Home page at www.ficpa.org (last name <lastname> and member id <password>). Once you log in, the Web site will recognize that you are a Chapter Officer and that you are authorized to submit a meeting notice. Your name will appear in a blue welcome box. 2. Click on the link that says “Click here to access the Chapter Officer Toolkit” in the blue welcome box. 3. Go to Chapter Meeting Notice Wizard, a Web feature that will walk you through each step of creating and submitting your meeting notice. Find the feature as follows:
a. Point your mouse to “Member Services” tab at the top of the FICPA home page. b. A drop down menu will appear. Point your mouse over the “Chapters” item, another menu will appear. c. Choose “Chapter Officer Tool Kit” d. Click “Meeting Notice Wizard” from the list on the right side of the page.
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e. Follow the step‐by‐step directions listed there. (Note: If you forgot to log in on the FICPA home page, the Web Site will ask you to log in now.)
4. You should be able to easily enter and edit your information for the notice. Once you have finished entering the information, you can preview your notice, ensuring everything appears as you intended. After you submit the information, you may go back and edit until the point that it has been approved for processing by the FICPA Chapter Relations Department. To make it even easier to communicate with your Chapter members, the FICPA is offering a Web feature that will allow authorized Chapter officers to download a complete list of member names and contact information. After using a special password to retrieve the Excel spreadsheet, the contact list can be downloaded used to perform Chapter member address mail merges and/or create e‐mail lists.
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CPE Reporting Guide Quick Reference Guide for Chapter Meeting CPE Approval
Approval for CPE credit will be obtained by the FICPA Administrative Office only after the chapter has submitted the Notification & Review Form (N&R Form) and an Outline with Timeline for each presentation topic. This information must be received at least 10 days prior to the presentation. Please see attached examples.
After the meeting/presentation the chapter must send to the FICPA Administrative Office an attendance roster or attendance forms for all those who attended the program within 10 days after course completion.
If providing a roster, a single roster should be submitted for a given meeting event. Being as most meetings involve two or three topics/presentations, it is not necessary to submit each presentation’s attendance roster separately.
Whether or not advance registration is obtained, each participant should sign in on the attendance oster and/or complete the two‐part participant’s attendance form. If using the forms, one copy of he attendance form will be given to the participant for the individual’s files.
Permanent records of the meeting/presentation, including the N&R form, outline, and attendance roster, will be maintained in the FICPA Administrative Office. (NOTE: This does not remove the ultimate responsibility from the individual participant, nor does it remove from the chapter the responsibility for accuracy of attendance rosters or forms.)
Whenever possible, a single point of contact should be established for the chapter concerning CPE. Said contact is usually the CPE Liaison or Chapter Secretary. Multiple contacts can be established for a given chapter so long as the chapter clearly denotes which types of meetings each contact is responsible for. Different types of meetings could be the regular monthly meetings versus a series of roundtables.
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Points of Interest:
The Department of Business and Professional Regulation (DBPR) assigns CPE credit based on single whole credit hour (50 minute) blocks. Please try to keep this in mind when setting times for your topics and speakers.
A point to note for chapter meeting attendees: until the DBPR approves a given presentation, CPE credit and credit type is not certain.
Ethics presentations may be scheduled by contacting Karen Hardy, Professional Development Coordinator, [email protected]. For further questions, please feel free to contact: Michael Matthews, Director of CPE, [email protected], or Adam Hebenthal, CPE Materials Coordinator, [email protected]
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Chapter CPE Information – Timeliness is Vital The FICPA requests that each Chapter submit their monthly meeting information in advance of the program. This allows time for the FICPA Administrative Office to seek CPE credit on behalf of the Chapter from the Department of Business and Professional Regulation (DBPR). One of the challenges the FICPA Administrative Office faces is receiving the appropriate information in advance from the Chapters. Many Chapters submit this information after a meeting has occurred. Unfortunately, this could result in an adverse situation for your Chapter members if the DBPR refuses your recommended CPE credit. Below are some guidelines to follow when submitting Chapter CPE information and an example illustrating how your members could be impacted if the information is not timely. Recommended Timeline and Reasoning:
Approval for CPE credit will be obtained by the FICPA Administrative Office only after the chapter has submitted the Notification & Review Form (N&R Form) and an Outline with Timeline for each presentation topic.
The N&R Form and Outline information must be received at least 10 days prior to the presentation.
– Prior notice and possible approval before a chapter meeting occurs
may allow for the correction of any issues arising from the approval process and prevent members from falling short of the required hours for reporting.
After the meeting/presentation the chapter must send to the FICPA Administrative Office an attendance roster or attendance forms for all those who attended the program within 10 days after course completion.
– Timeliness of capturing and recording chapter meeting information
will benefit your members and facilitate their ability to report CPE credit hours.
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If providing a roster, a single roster should be submitted for a given meeting event. Being as most meetings involve two or three topics/presentations, it is not necessary to submit each presentation’s attendance roster separately.
Example Situation: A Chapter submits the completed N&R Form and matching Outline to FICPA Administrative Office for CPE credit approval after the meeting occurred. At this point members have attended the presentation and believe they will receive one hour of Accounting and Auditing (A&A) CPE credit. The FICPA Administrative Office submits the information to the DBPR for CPE credit approval. Unfortunately, the DBPR determines that the presentation doesn’t qualify for A&A credit, but should be reclassified as Technical Business credit. The result for the attendees of the Chapter meeting is that they’ve lost one hour of A&A credit, to be replaced by one hour of Technical Business credit. The Chapter must now notify all attendees of the meeting about the change in CPE credit. This could result in a possible deficiency in A&A credit hours for an attendee. If this happens to occur in June around a CPE reporting period, it’s quite possible that the attendees, through no fault of their own, now face penalty hours in addition to making up the shortfall of A&A credit. While the example above may sound unlikely, it does occur. For the benefit of your Chapter members, please submit your CPE information in a timely manner.
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CPE Guidelines The purpose of continuing professional education is to assist CPAs in maintaining their professional knowledge and competence. Courses selected should be relevant to the practice of the CPA attending them, and should contribute directly to their professional competency to practice public accounting. There are four categories into which all acceptable subject matter for CPE credit is classified:
1) Accounting and Auditing, 2) Technical Business, 3) Behavioral and 4) Ethics. Florida CPAs
must complete at least 20 hours in accounting and auditing and at least 4 hours in approved ethics every two years. The accounting and auditing category is narrowly limited to include only courses on accounting and financial reporting subjects, professional pronouncements of authoritative accounting principles issued by the standard‐setting bodies and any other related subject generally classified within the accounting discipline. Accounting and auditing subjects consist of:
1. Accounting‐related subjects or courses including, but not limited to, financial Accounting (including current authoritative literature in generally accepted accounting principles in the United States and the Pronouncements of the Accounting Principles Board and the Financial Accounting Standards Board), and accounting for specialized industries.
2. Auditing‐related subjects or courses, including, but not limited to, general
auditing theory and practice (including current authoritative literature in generally accepted auditing standards in the United States and the Statements on Auditing Standards promulgated by the American Institute of Certified Public Accountants, auditing for specialized industries (including
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governmental auditing requirements) and audit applications to computers and information systems.
Some additional examples of accounting and/or auditing are:
Annual updates of accounting and/or auditing
Assurance Services that relate to Standards for Attest Engagements
Auditing Financial Statements, operations systems and programs
Compilation and Review
Financial Statement Disclosure
Fraud Detection
International Accounting
Professional Pronouncements (APB, FASB, GAAP, GAAS, GASB, SAS, SSARS)
Review of Internal and Management Controls The technical business category is broad, including courses on taxation, general business, and management advisory services. Technical business subjects consist of:
1. Taxation. 2. Management services and management advisory services. 3. General business including, but not limited to, economics, business law,
production or operational systems, marketing, finance, quantitative applications in business and business policy, and computers and information systems without audit applications.
Some additional examples of technical business courses are:
Accounts payable/Accounts receivable
Budgeting and Asset Management
Business valuation
Computer programming or use of software package (For example ‐ Access, Excel,
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FRx, Oracle, Peachtree, PeopleSoft, PowerPoint, QuickBooks, Quicken, Word, etc.)
Financial planning
Fraud Prevention
General ledger
Law (Business related)
Management of an Accounting Practice
Pension plan administration
Personal Financial Planning
Planning and Control Systems
Real estate principles
Specialized Industries (Banking, Healthcare, Insurance, etc.)
Tax shelters and investments The Behavioral category includes courses on oral and written communications, the social environment of business, and administration of an accounting practice. No more than 20 hours maximum may be reported in behavioral subjects for each reestablishment period. Examples of behavioral subjects are:
Effective speaking
Employee supervision
Human Resources
Leadership and motivation
Management by objectives
Speed reading
Time management Effective with the June 30, 2006 reestablishment period all licensee must take at least four (4) hours of ethics. The provider and ethics course must be approved by the Florida Board of Accountancy to meet this requirement. A list of approved providers and courses can be found on www.myflorida.com. The licensees shall attain a certificate of course completion prior to completing the laws and rules examination. The ethics course shall consist of:
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1. A review of Chapters 455 and 473, F.S., and the related administrative
rules. 2. The ethics course may include other subjects including but not limited to:
ethical onduct, core values and competencies, professional responsibility, responsibility to clients and the public, case studies that require the application of ethics principles, national professional standards and interpretations, and appropriate national issues related to the practice of accounting.
Certain types of activities DO NOT qualify for CPE credit because they are not sufficiently related to the practice of public accounting or because they are not structured as formal courses. The following DO NOT qualify for CPE credit:
Authorship of books or articles
Basic mathematics courses
Business meetings and social functions
Coffee breaks, meals and registration at seminars
Committee service
Foreign language courses
Instructing or attending elementary accounting or courses equivalent to elementary accounting (whole first year of accounting)
Keyboarding REVISED: June 2006
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SAMPLE
Sample CPE Course Outline Course Title: Assessing Internal Controls Timeline/CPE Credit Subject (50 Minutes) 1 hr A&A Internal Controls – Size of Government Business Matters Small Contractor
Pre & Post Award Accounting System Reviews
Financial Capability Reviews
Time card interviews and material inventory & consumption reviews
Annual Incurred Cost Reviews
Rate checks
Modified Cost Accounting Standards
Proposal Review
Organization & Systems Description
CPA Work
Non‐Major Contractor
Post Award Accounting System Reviews
Financial Capability Reviews
Time card interviews and material inventory & consumption reviews
Annual Incurred Cost Reviews
Rate Checks
Full Cost Accounting Standards (CAS) coverage at $50 Million with a Disclosure Statement
Proposal Reviews
Organization & Systems Description
Internal Control Questionnaire
CPA Work has reviews and audits
(50 Minutes) 1 hr A&A Major Contractor
Financial Capability Reviews
Time card interviews and material inventory & consumption reviews
Annual Incurred Cost Reviews
Rate Checks
Full Cost Accounting Standards (CAS) coverage at $50 Million with a Disclosure Statement
Proposal Reviews
Organization & Systems Description
Internal Control Questionnaire
CPA work has major audit engagements
Internal Control Audit Planning Risk Assessment Total CPE Credit (100 Minutes A&A) 2 hr A&A
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Parlimentary procedure guide The term “parliamentary procedure” usually is understood to be the method of conducting business in the manner prescribed in Robert’s Rules of Order. The FICPA and its chapters are required to follow these rules as stated in the FICPA Bylaws, Article XIV, Section 1. The purpose of parliamentary procedure is to provide a method by which groups may effectively and properly achieve their aims. “Effectively” means efficiently, without confusion, wasted time or wasted effort. “Properly” means democratically, suited to the sensibilities of people in a society that respects human dignity and the rights and privilege of all. Except in the very smallest informal committee meetings, little will be accomplished unless the chair enforces and the membership understands the basic principles and procedures of Robert’s Rules. A strong chair, conscientiously and effectively applying the rules, can prevent cross‐conversations, eliminate interruptions, and steer the discussion within the confines of the topic. Finally, policies adopted and actions commenced by properly advanced and carried motions will be concise, straightforward and clear. The Core Procedure The standard method of bringing business to the meeting for discussion and disposition.
1. A member stands or raises his or her hand and is “recognized” by the chair. He or she has the floor and only he or she may speak. 2. The member proposes a motion. This provides a precise statement of the proposition before the house. 3. The motion is “seconded” by another member. Without a “second,” the motion proceeds no further.
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4. The motion is restated by the chair to indicate it is in order and open for discussion. Discussion now takes place, with members only speaking when “recognized” by the chair. The chair in turn must monitor the discussion to keep it strictly on the topic. 5. The motion is put to a vote of the group. 6. The vote is announced to indicate the decision and that the matter is settled.
The Main Motion Before a member rises to state “I move that …,” he or she should give some thought to what he or she is going to say. A motion should be complete, yet concise. It should have no ambiguities, nor incorporate several distinct matters. “I move that we make a donation” is vague. What sum shall it be? “I move that we donate $25 to the Boy Scouts and nothing to someone else” is really two motions in one. Motions In their simplest form, motions propose some direct action by the organization. When direct action is impossible or inadvisable, the motion may see a petition or a recommendation or merely ask to go on record. Going on record is done by a resolution, which is introduced by the phrase “I move the adoption of the following resolution.” The Total Process In most organizations, the simple main motion procedure suffices for 95 percent of their business. Larger, more complex organizations will treat the motion more completely:
1. A piece of business is presented as a main motion and usually simply discussed and voted upon. 2. The discussion may be limited or closed. 3. As it is being discussed, a motion may be postponed indefinitely, amended, referred to a committee, postponed definitely or tabled.
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4. After the decision, the vote may be reconsidered or repealed.
Postpone Indefinitely While a motion is on the floor and being discussed, a member, upon recognition, moves that “this motion be postponed indefinitely.” The chair calls for a second, conducts discussion and calls for a vote. If passed, the original motion is dropped. Amend A member moves to “amend the motion on the floor by …” After a second, discussion shifts from the main motion to the amendment, which is discussed and then voted on. Similarly, a member may move an amendment to the amendment and his or her secondary amendment is discussed and voted on first. An able chair will make sure, by effectively using his or her power to recognize or ignore members, to prevent this amendment‐on‐amendment procedure from getting out of hand. In a simpler procedure, after an amendment is moved, the originator of the main motion may accept the amendment. The discussion on the original main motion, as amended, continues. Refer to a Committee With a main motion on the floor, a member may move to “refer the motion before the house to the committee to report at our next meeting.” Upon seconding, this subsidiary motion is discussed and voted upon. If passed, further discussion on the main motion is ended. Postpone Definitely In this case, discussion on the motion is postponed to a specific future time. “I move that the motion before the house be postponed until our next regular meeting.” This motion may be amended to change the time, discussed, and voted on. Once passed, the main motion becomes a general order of the day for the new time. It cannot be considered earlier and must be on the agenda for the given meeting. If the postponing motion also states that the business be made a special order of the day, it must be discussed on the day and hour the postponing
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motion names. It takes a two‐thirds vote to pass a special order, and a similar vote is needed if a member moves that a postponed main motion be considered before the specified time. Lay on the Table “I move the motion be tabled” calls for a second and an immediate vote without discussion. If passed, the main motion is removed from consideration at the meeting and from future meetings until a motion is stated and passed that the main motion be taken from the table. Limit Debate At any time during discussion a motion may be stated to limit debate for a definite period or until a definite hour. If seconded, it is voted on without discussion with a two‐thirds vote necessary for its passage. Close Debate A member may “move to close debate” or “move the previous question.” Upon seconding an immediate vote without discussion, discussion on the main motion ends if the closing motion attains a two‐thirds vote. The main motion is immediately put to a vote. Repeal A member may attempt to repeal a previously passed motion by moving its repeal. This motion must be seconded and discussed and becomes effective if passed by a two‐thirds vote. Reconsider A member who has previously voted for a main motion that passed may later move for its reconsideration. A motion to reconsider may be made only at the same meeting at which the original motion passed. After seconding and discussion, this motion passes if a majority vote in its favor. In this case, the main motion is immediately open for further discussion and a new vote. Recess A motion to recess the meeting until a later time is privileged. It may be made at any time regardless of the business on the floor. Upon seconding, it goes to an
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immediate vote with a majority affirmative necessary for passage. If passed, the meeting immediately stops to resume at the newly specified time. Adjourn Upon the request of the chair, or spontaneously at any time, a member may make a privileged motion to adjourn. No discussion is necessary. Upon seconding and a majority vote, the meeting ends completely. Point of Order If a member believes that the discussion is proceeding improperly, he or she may interrupt whoever is speaking and call out “Mr./Ms. Chair, I rise to a point of order” or merely “Point of Order.” The chair must immediately recognize the member, ask the member to state his or her point, and give an immediate ruling either upholding or rejecting it. The chair then tells the interrupted speaker to speak to the point or rules the speaker’s entire remarks as out of order and requests the speaker to take his or her seat. Appeal from the Decision of the Chair If a member feels that the chair is conducting the meeting improperly, or is responding improperly to a point of order, he or she may interrupt by asking for an “appeal from the decision of the chair.” After seconding, the chair calls for an immediate vote, which is carried by a bare majority. Request for Information At any time, a member may “rise for information” or “rise to a point of information.” In this case, the chair, or whomever he or she asks, must give the requested information. However, if the question is directed to the speaker on the floor, the speaker may refuse to yield at that moment and, if the chair assents, state that he or she will answer the question after his or her speech is ended. Point of Privilege A participant in a meeting has a right to be reasonably comfortable, to hear and to be free from harassment and disturbance. A participant also has the duty to see that his or her fellow participants have the same rights. At any time a participant may “rise to a point of privilege,” be immediately recognized by the chair, state his or her point and, if at all practical, have it immediately granted.
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The Order of Business Under Robert’s Rules, a meeting is conducted with the following order of business:
1. Reading of the minutes; 2. Report of standing committees (treasurer’s report comes first); 3. Report of special committees; 4. Unfinished business; and 5. New business.
Minutes The amount of detail contained in the minutes depends on the capacity of the secretary and the custom of the club. In any case, every motion introduced must be recorded verbatim and the results of the vote. Amendments must be treated similarly. Written reports by the treasurer and all committees are formally incorporated as a part of the minutes. Depending on the needs and customs of the organization, details of discussion may or may not also be included.
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Email and member information policy To support timely, professional Chapter member communications, the FICPA uses its member database to provide its chapter, upon request, with two mailing list services:
• Member mailing address labels for use in Chapter mail‐outs • Member e‐mail addresses
The FICPA maintains a comprehensive database of member contact information for this purpose. Member database records are continually updated as changes of employment, mailing address, e‐mail address, etc., are reported. Following are policies pertaining to each mailing list service type. Request Chapter Member Address Labels The FICPA membership postal mailing list is available for purchase by members and outside groups or organizations. The Executive Committee or its designee will determine the fees to be charged for this list. The FICPA Administrative Office is responsible for maintaining the mailing list. FICPA Chapters are required to obtain their individual chapter mailing lists through the FICPA Administrative Office. Chapters may not maintain their own membership mailing lists. Copies of all chapter mailings are to be forwarded to the Administrative Office. Chapters are prohibited from distributing or selling their mailing list without prior approval of the Executive Committee or its designee. The Executive Committee or its designee reserves the right to alter this policy when it deems it is in the best interest of the members. On Dec. 5, 1991, the Executive Committee agreed to allow all affiliated corporations (i.e., the Florida CPA/PAC and the Educational Foundation) to use the FICPA’s mailing list, as approved by the Executive Director.
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Access Chapter Member E‐mail Addresses While the FICPA continues to offer printing, postal mailings and bulk e‐mails to its chapters for meeting notices, the FICPA is offering chapters the option of downloading membership emails for communications to chapter members through the FICPA Web site. Authorized Chapter Officers are required to obtain their individual chapter member e‐mail addresses through the FICPA Web site or FICPA Administrative Offices. E‐mail addresses accessed from the FICPA Web site require login and password. ADMINISTRATIVE The FICPA Administrative Offices are responsible for maintaining Chapter member e‐mail address and opt‐out (exclusion) lists. To ensure compliance with Federal Can‐Spam Act of 2003, Chapters are prohibited from maintaining, selling or otherwise distributing member e‐mail address lists. Chapters are prohibited from using FICPA member e‐mail lists for non‐Chapter‐related communication purposes. The Executive Committee, or its designee, reserves the right to alter this policy when it deems it is in the best interest of the members. The Federal Can‐Spam Act of 2003 On Dec. 16, 2003, President Bush signed the Controlling the Assault of Non‐Solicited Pornography and Marketing (“CAN‐SPAM”) Act of 2003 into law. The measures went into effect on Jan. 1, 2004 [Public Law 108‐187]. This Act mandates inclusion of specific e‐mail disclosures and opt‐out (list exclusion) language for certain types of e‐mail communications. Accordingly, the FICPA requires all Chapter e‐mails to include:
• Accurate (not false or misleading) header information; including the source, destination, routing information and originating domain name
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• Accurate Subject line, describing e‐mail topic and content • Accurate information in the “from” line of the message
The following disclaimer, customized to include individual Chapter name, must appear at the end of all messages:
The FICPA and its Chapters are providing this electronic communication as a service to Chapter members. The FICPA is not responsible for errors, misinterpretations, or omissions related to this Chapter communication e‐mail. In compliance with Federal Law, we disclose that this is a commercial e‐mail. To update your e‐mail address, please send an e‐mail to [email protected] and type "E‐Mail Update" in the subject line of your message. To unsubscribe, please forward a copy of this e‐mail to [email protected] and type "UNSUBSCRIBE" in the subject line of the e‐mail response. Your address will be promptly removed from your Chapter’s email list. The <INSERT NAME> Chapter of the Florida Institute of CPAs (FICPA) 325 W. College Ave. Tallahassee, FL 32301 Phone: (800) 342‐3197 (within Florida only) or (850) 224‐2727 Web Site: www.ficpa.org
Additional E‐Mail Procedural Requirements The Federal Can‐Spam Act compels senders of e‐mail to comply with each opt out request within 10 days of receipt by removing that individual from the e‐mailing list. In light of this requirement, Chapters must obtain an updated member e‐mail
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list from the FICPA Web site or FICPA administrative offices shortly before (generally within 24 hours) sending each e‐mail communication. It should be noted that due to technology limitations, delivery of Chapter e‐mail is not certain and therefore cannot be guaranteed by the FICPA.
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Past Presidents List & Contact Information
Year President Contact information
1978‐79 John S. Gleason Record Not Found1979‐80 Walter F. Adams, III CBIZ Accounting, Tax & Advisory Services
399 NW Boca Raton Blvd Boca Raton, FL 33432‐3794 561‐392‐7929 [email protected]
1980‐81 Scott T. Rhine CBIZ Accounting, TAX & Advisory Services399 NW Boca Raton Blvd Boca Raton, FL 33432‐3793 561‐392‐7929 [email protected]
1981‐82 Randy James 399 Mohawk LaneBoca Raton, FL 33487 561‐999‐5966 [email protected]
1982‐83 R. Keith Walton Walton & Company CPAs PL 2101 NW 2nd Avenue Ste 5 Boca Raton, FL 33431 561‐395‐6653 [email protected]
1983‐84 Lenny Geronemus Leonard A Geronemus, CPA, PA 2505 NW 2nd Ave Ste 202 Boca Raton, FL 33431‐6652 561‐241‐1040 [email protected]
1984‐85 Donald C. Hulse Record Not Found1985‐86 Claire Wilson Record Not Found1986‐87 Donald Stine Litigation Consultants Business Valuations LLC
1 E Broward Blvd 700 Ft Lauderdale, FL 33301‐1843
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Year President Contact information
1987‐88 Donald C. Sider Donald C. Sider Associates, PA 6751 North Federal Highway, Suite 200 Boca Raton, FL 33487 561‐391‐1100 [email protected]
1988‐89 Arthur J. Canter Arthur J. Canter, CPA400 S. Dixie Hwy., Ste. 322 Boca Raton, FL 33432‐6023 561‐391‐4477 [email protected]
1989‐90 Linda K. Johnson J D Gilbert & Company, CPAs 350 Jim Moran Boulevard, Suite 220 Deerfield Beach, FL 33442 954‐419‐1000 [email protected]
1990‐91 R. Edward Rowan 734 SW 7th StreetBoca Raton, FL 33486‐5506 954‐564‐4568 [email protected]
1991‐92 John M. Lusk Franklin Templeton Investments California Headquarters 954‐527‐7500
1992‐93 Robert J. Dreker CBIZ Accounting Tax & Advisory Services399 NW Boca Raton Blvd Boca Raton, FL 33432‐3794 561‐392‐7929 [email protected]
1993‐94 S. Howard Reed Reed & Company, Chartered 2424 N Federal Hwy Ste 200 Boca Raton, FL 33431 561‐368‐9518 [email protected]
1994‐95 Pamela Riccardi‐Paschke
341 SW 2nd StreetBoca Raton, FL 33432‐4705 561‐392‐0986 [email protected]
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Year President Contact information
1995‐96 Barbara A. Sloan Dickenson, Rex & Sloan, PA 980 N Federal Hwy Ste 410 Boca Raton, FL 33432‐2704 561‐391‐1900 [email protected]
1996‐97 Thomas A. Abblett Thomas A Abblett, CPA, PA 2424 N Federal Hwy Ste 200 Boca Raton, FL 33431‐7780 561‐994‐9424
1997‐98 Stephen A. Fattel Stephen A Fattel, CPA, PA 2200 NW Corporate Boulevard, Suite 401 Boca Raton, FL 33431‐7369 561‐994‐3830 [email protected]
1998‐99 Randall H. Reed Reed & Company, CPAs6751 North Federal Highway, Suite 201 Boca Raton, FL 33487 561‐368‐9518 [email protected]
1999‐00 Ira M. Herschbein Ira M Herschbein, CPA, PA 7777 Glades Rd Ste 209 Boca Raton, FL 33434‐4150 561‐479‐0915 [email protected]
2000‐01 Raymond M. Rahn R M Rahn, CPA, PA1420 NW Boca Raton Boulevard, Suite 1 Boca Raton, FL 33432 561‐392‐4330 [email protected]
2001‐02 Nam H. Nguyen 1448 SW 13th DrBoca Raton, FL 33486‐5369 561‐394‐7838 [email protected]
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Year President Contact information
2002‐03 Frank Mason Frank Mason, CPA, PA13387 Barwick Rd. Delray Beach, FL 33445 561‐498‐7552
2003‐04 Kathryn M. Means 4347 NW 73rd WayCoral Springs, FL 33065‐2155 954‐753‐9803 [email protected]
2004‐05 Poruchisty Sheth Daszkal Bolton LLP18691 Casandra Point Lane Boca Raton, FL 33496‐6521 561‐953‐1503 [email protected]
2005‐06 James R. Barnett 1344 Walnut TerraceBoca Raton, FL 33486‐6910 561‐361‐0503 [email protected]
2006‐07 Jill Brickel Brickel & Co, PA 6001 Broken Sound Pkwy Ste 406 Boca Raton, FL 33487 561‐443‐0755 [email protected]
2007‐08 Barbara J. Stone Mackinac Savings Bank280 N Congress Avenue Boynton Beach, FL 33426 (561) 736‐8900 ext 11 [email protected]
2008‐09 Michael I. Bloom De Meo Young McGrath2424 N. Federal Hwy Suite 459 Boca Raton, FL 33431 (561) 447‐9800 Fax: (561) 391‐8856 [email protected]
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Year President Contact information
2009‐10 M. Jonathan Gouthro Walton & Company, CPAs, PL 2101 Northwest Second Ave., Suite 5 Boca Raton, FL 33431 (561) 395‐6653 [email protected]
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Election Procedures
CHAPTER ELECTION LANGUAGE EXAMPLE Please note: A quorum must be present for the vote. A quorum is defined in Article VII, Section 1 of the Chapter Bylaws: “Ten (10) members or five percent (5%) of the membership entitled to vote, whichever is greater, of this Chapter present in person shall constitute a quorum for the transaction of business at any meeting of this Chapter.” According to Article V, Section 2 of the Chapter Bylaws, “The officers and additional elected members shall be elected from the membership of this Chapter and approved by the membership and shall constitute this Chapter Board of Directors.” As noted in the [state month here] meeting notice, elections for officers for the [year] Fiscal Year are being held tonight. The Proposed slate printed in the newsletter was nominated by the Chapter Nomination Committee and filed with the Florida Institute of CPAs Secretary in February. The nominated and submitted slate is as follows. President – [state name here] President‐Elect – [state name here] Vice President and CPE Liaison – [state name here] Secretary – [state name here] Treasurer – [state name here] Directors – [state name here] According to Article VI, Section 5 of the Florida Institute of CPAs [state your chapter name here] Chapter Bylaws, “Any ten Resident members of this chapter may submit supplemental nomination, provided that such nominations be filed with the Secretary at least twenty days prior to the date of the election of officers. Notice of such supplemental nominations shall be mailed by the Secretary to all Resident members (voting members) at least ten days prior to the elections of officers.” As of [state date here], there have been no supplemental nominations to the proposed slate of Officers mentioned above. Since all Officers and Board members were nominated and filed in accordance with the bylaws of the Florida Institute of CPAs and are running unopposed, I would like to present the slate of officers for a vote. All in favor, please signify “aye.” All opposed, signify “nay.” Please note that the slate of officers has been duly elected. I am proud to announce the Officers’ and Board of Directors’ Slate stands as nominated. Congratulations, and please join me in welcoming and applauding our new slate of officers! I look forward to seeing everyone at the installation ceremony.
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Installation Ceremony Procedures The chapter officer installation ceremony may take many forms, depending on the chapter, its circumstances and its leaders. The typical ceremony, however, should include introductions of the new officers to the members (calling them up front and mentioning their employment affiliation and other background highlights); a charge or challenge to the officers; one to the members; and an inspirational ending. This is a prime time for the chapter to discuss the concepts of leadership, service and participation in a meaningful way, and to start off new officers with a truly significant but brief ceremony that not only recognizes them, but challenges them as well. Here is an outline of how the ceremony could go: I. Introduction of ‘Master of Ceremonies’ The outgoing chapter president or some other designated officer may officiate, OR a representative from the FICPA Executive Committee (typically the regional vice president) may be invited to do so. The outgoing chapter president should introduce the individual who will conduct the ceremony. II. Recognition of Chapter and Its Accomplishments Emphasis should be placed on the importance of chapters. The Institute is, of course, only as strong as its chapters. Chapter participation is the key to success. Mention should be made of current and upcoming events in the Institute and the chapter. (At this point, the speaker could mention any specific ongoing or completed activities or accomplishments of the chapter.) III. Recognition of Outgoing Chapter Officers Each outgoing officer is introduced with a statement of appreciation for the group’s outstanding job of leadership. A call for applause concludes this section of the ceremony.
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IV. Introduction of Incoming Officers The speaker continues, “Now it is my privilege to introduce your new leaders for the new year. In some cases these introductions will be repetitive, because some of your officers are just moving up a notch. Here are the men/women you have elected to serve as your officers for the next year.” (Then introduces each person, perhaps ending with the new president, and provides some background information on each one.) V. Charge to the Officers “As chapter officers, you will be recognized, honored, and respected as a person of integrity — admired not only by your associates in the profession, but throughout your community. With these privileges, however, come obligations. You are expected to provide leadership, both by what you say and what you do, for your chapter. You are to inspire, encourage and guide your chapter into fruitful areas of activities, by example, word and deed. As you do so, you should always be mindful of the basic FICPA objective of promoting and maintaining higher standards in accountancy and fostering the professional well‐being and development of its members.” “Do each of you accept this as your goal and promise to discharge your duties to the best of your ability?” (They signify assent.) “As elected officers, each of you has specific responsibilities.” “ ______________, your responsibility as president will include presiding at board of directors and chapter meetings, acting as the official representative of the chapter, and providing leadership for programs and activities of the chapter.” “Do you accept the privilege and responsibility to discharge your duties faithfully and to the best of your ability?”
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“______________ , the president‐elect is charged with the responsibilities of assisting the president in his/her functions, serving in his/her absence, succeeding to the office of the president if he/she is unable to serve, and planning activities for the next year.” “Do you accept the privilege and responsibility to discharge your duties faithfully and to the best of your ability?” “______________ , the vice president is charged with the responsibilities of assisting the president and the president‐elect in their functions, and serving in their absence when necessary.” “Do you accept the privilege and responsibility to discharge your duties faithfully and to the best of your ability?” “______________ , your responsibilities as secretary include being responsible for all records and correspondence related to the chapter. In addition, the secretary shall prepare and distribute the official minutes of all meetings and maintain proper records.” “Do you accept the privilege and responsibility to discharge your duties faithfully and to the best of your ability?” “______________ , as treasurer you will be charged with the responsibilities of implementing the financial policy and procedures of the chapter and making appropriate financial reports to the chapter and Institute.” “______________Do you accept the privilege and responsibility to discharge your duties faithfully and to the best of your ability?” VI. Charge to the Chapter Members
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“Members, your officers have accepted the charge to provide leadership and encouragement for next year. Now it is up to you to provide the other necessary ingredients: support and cooperation. I charge you — and challenge you — to attend meetings and invite other chapter members and guests to come with you. Accept committee and special project assignments; communicate ideas, constructive criticism, and general encouragement to these officers; and follow through on the projects as necessary. Generally, work with care to make the concept of “Together We Are Something” come true in the chapter.” “Don’t be wreckers, be builders. If you do, the edifice of your chapter will rise impressively, not only in our association, but throughout your community.” “I ask your commitment at this point. I ask all members who will accept the ‘builder’ role to assist and work with their officers this year to stand with them.” VII. Introduction of New President “Thank you. Be seated. I’d like to ask your new president to end this installation with a few introductory remarks as he/she starts his/her year.” (New president then speaks.) His or her remarks could end the ceremony, or he or she, or someone else, could end the ceremony with prayer.
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Chapter Officers Installation Language (short version) This shortened Officer Installation Ceremony is designed to install all officers at one time. Incoming officers should stand together in front of the membership during this ceremony. “As chapter officers, you are expected to provide leadership, both by what you say and what you do, for your chapter. You are to inspire, encourage and guide your chapter into fruitful areas of activities, by example, word and deed. As you do so, you should always be mindful of the basic FICPA objective of promoting and maintaining higher standards in accountancy and fostering the professional well‐being and development of its members.” “Do each of you accept this as your goal and promise to discharge your duties to the best of your ability?”
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Institute Articles of Organization
FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ARTICLES OF INCORPORATION
(Approved 12/7/06; Effective 12‐7‐06 Expired – Current) ARTICLE I: Name The name of this corporation shall be Florida Institute of Certified Public Accountants and Florida Institute of Accountants, Inc. The undersigned, acting as incorporators of a corporation under the Florida Non‐Profit Corporation Act adopt the following Articles of Incorporation for such corporation ARTICLE II: Objectives, Purposes and Powers
Section 1. The objectives and purposes of this corporation shall be:
(a) To foster ethical conduct and promote standards of independence, integrity, and objectivity in the profession. (b) To promote the establishment and maintenance of high educational and professional requirements for persons in the profession. (c) To monitor and actively participate in public policy‐making processes which impact the profession. (d) To collect, analyze and interpret data on changing market, economic, governmental, and technological conditions affecting the profession. (e) To encourage the analysis, discussion, and understanding of issues and trends in the profession. (f) To expand the public's knowledge and understanding of the profession. (g) To maintain relationships and activities with other organizations in the pursuit of the Institute's mission. (h) To provide an organizational structure which efficiently utilizes volunteer leader and professional staff resources for the continuing development of programs which effectively address the expectations of all members.
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Section 2. This corporation may receive by gift, devise or bequest, or otherwise, any money or property, real, personal or intangible, absolutely or in trust, wheresoever situated, whether in the United States of America or in any territory or possession thereof, or in any foreign country or possession thereof, and the principal and the income therefrom shall be used for the furtherance of the objectives and purposes of the corporation; to acquire, own, sell, assign, transfer, convey, mortgage, pledge, lease and otherwise encumber the property of the corporation; to borrow money and execute its promissory note or notes or debentures to evidence the same, and to secure the repayment of such loans by pledge or mortgage; to encumber its property in the manner and manners set forth above; and to do any and all other things which corporations not for profit are authorized to do under the laws of the State of Florida as the same now exist or may hereafter be amended. ARTICLE III: Members
Section 1: The membership of this corporation shall consist of eleven (11) classes, namely:
(1) Resident Members (2) Accounting Educator Members (3) Retired Members (4) Lifetime Members (5) Non‐Resident Members (6) Associate Members (7) Honorary Members (8) Student Members (9) Exam Qualified Members (10) International Affiliate Members (11) Professional Affiliate Members Section 2a. Resident Members. A licensed Certified Public Accountant of any state or
territory of the United States or the District of Columbia who works or resides in Florida. Section 2b. Accounting Educator Members. An individual engaged in accounting
education on a full‐time basis in the State of Florida.
Section 2c. Retired Members. An individual who is a Certified Public Accountant of any state or territory of the United States or the District of Columbia andis sixty‐five (65) years or older and who has been a member in good standing of any State CPA Society for at least ten consecutive years shall be eligible for election to retired membership. In cases of hardship or unusual circumstances, the Executive Committee may waive the age requirement provided all other conditions are met. Such person must furnish a written affidavit that they are not engaged in the practice of public accounting in any manner and are not employed on a full‐time basis in any manner.
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Section 2d. Lifetime Members. Any person who is a Certified Public Accountant of any
state or territory of the United States or District of Columbia who has been a member in good standing of the Florida Institute of Certified Public Accountants for at least forty (40) consecutive years shall be eligible for election to Lifetime Membership.
Section 2e. Non‐Resident Members. Any person who is a Certified Public Accountant of any state or territory of the United States or the District of Columbia and is domiciled outside of the State of Florida shall be eligible for election to Non‐Resident membership. Non‐Resident membership shall not include chapter membership.
Section 2f. Associate Members. Any professional staff employee who is engaged in an
accounting capacity and is supervised by a Resident member on a substantially full‐time basis and is sponsored by said member. Furthermore, said employee does not hold a certificate as a Certified Public Accountant and does not otherwise qualify for a different category of membership. Associate membership shall be automatically resigned in the event of a change in the aforesaid employment status.
Section 2g. Honorary Members. Any person who is not a Certified Public Accountant or
Public Accountant, and has shown an active interest in the objectives of this corporation shall be eligible for election as an honorary member. Honorary membership shall not include chapter membership.
Section 2h. Student Members. Any individual who is a full or part time student who is interested in accounting and is enrolled in a college or university. Individual becomes ineligible for student membership if qualified for any other category of membership at anytime.
Section 2i. Exam Qualified Members. Any individual who has passed the examination
prescribed by the State Board of Accountancy as a prerequisite to becoming a Certified Public Accountant in Florida, but who has not yet received a Florida CPA Certificate. Upon certification, Exam Qualified Members no longer remain eligible for this class of membership.
Section 2j. International Affiliate Members. Any individual who is a citizen of another country and does not hold a CPA certificate issued by a U.S. jurisdiction, but who does hold a valid certificate as a chartered accountant or its equivalent. In addition, an eligible International Affiliate must be a member of at least one association belonging to the International Federation of Accountants (IFAC). International Affiliate membership shall not include chapter membership.
Section 2k. Professional Affiliate Members. Any person who has a professional
relationship with a Florida Certified Public Accountant and does not hold a certificate as a Certified Public Accountant. Such individual may not offer any tax or accounting services to the public, and does not otherwise qualify under a different category of membership. In addition,
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an eligible Professional Affiliate must provide a letter of recommendation from a Florida Licensed CPA who is a current FICPA member in good standing. Professional Affiliate membership shall include such privileges as established by the Board of Governors. ARTICLE IV: Term This corporation shall have perpetual existence. ARTICLE V: Subscribers The name and residences of the subscribers hereto are:
Harold E. Walker Miami, Florida Donald P. Zima Daytona Beach, Florida Patrick J. Knipe Orlando, Florida George L. Patterson St. Petersburg, Florida Morton L. Weinberger Miami, Florida Charles H. Fairchild Pensacola, Florida Lloyd A. Turman Gainesville, Florida
ARTICLE VI: Officers ‐ Executive Committee ‐ Board of Governors
Section 1. The officers of this corporation shall be a President, President Elect, four (4) Vice Presidents, and a Secretary‐Treasurer. The Executive Director of this corporation shall be designated Secretary‐Treasurer.
Section 2. The affairs of this corporation shall be managed by the Executive Committee
which shall consist of the above officers. The Secretary‐treasurer shall be a non‐voting member of the Executive Committee.
Section 3. The Board of Governors shall establish the policies of this corporation. The
Board of Governors of this corporation shall consist of the above designated officers, the three (3) immediate past presidents of this corporation, fourteen (14) members‐at‐large of this corporation, and six (6) regional representatives. The Secretary‐Treasurer shall be a non‐voting member of the Board of Governors.
Section 4. Except as otherwise provided for in these Articles of Incorporation and the Bylaws, the Board of Governors shall elect the officers and members‐at‐large of this corporation prior to the end of the fiscal year. The incumbent President Elect shall be elected President. The officers, regional representatives, and members‐atlarge shall assume their respective offices on the first day of the fiscal year following their election and shall hold office for one year and until the election of their respective successors. The Board of Governors shall
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elect members to fill any vacancy occurring among the officers or on the Board of Governors of this corporation.
Section 5. A Regional Representative shall be a Resident member elected by the
chapters from within the established region. Each chapter within a region will have one vote in the election of a regional representative. Chapters shall elect their respective Regional representatives by the 31st of March prior to the beginning of the fiscal year they are to take office. The Chairman of the Nominating Committee of this corporation shall cast the deciding vote in the event of a tie.
Section 6. Nominations for President Elect and the four (4) Vice Presidents and
members‐at‐large of the Board of Governors shall be made by the Committee on Nominations by the 31st of March prior to the beginning of the fiscal year in which they are to take office. These nominees shall consist of Resident members of this corporation. Notice of the nominations by the Committee on Nominations shall be electronically posted and disseminated by the Secretary‐Treasurer within three (3) days upon receipt. The Board of Governors shall elect a President‐Elect, four (4) Vice Presidents and members‐at‐large by May 10th.
Section 7. Any fifty (50) Resident members of the corporation may petition and submit supplemental nominations for President‐Elect, Vice President(s) and/or members‐at‐large provided that such nominations be filed with the Secretary‐Treasurer by the 25th of April prior to the beginning of the fiscal year in which they are seeking to take office. Notice of such supplemental nominations shall be electronically posted and disseminated by the Secretary‐Treasurer by April 30th for vote by the Board of Governors by May 10th.
ARTICLE VII: Officers The names of the officers who are to serve until the first election under these Articles of Incorporation are as follows:
President Harold E. Walker President‐Elect Donald P. Zima Vice President Patrick J. Knipe Vice President George L. Patterson Vice President Morton L. Weinberger Treasurer Charles H. Fairchild Secretary Lloyd A. Turman
ARTICLE VIII: Board of Governors
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The Board of Governors of this corporation shall consist of not less than twentyone (21) members. The names and addresses of the persons who are to serve as members of the first Board of Governors and until the first election under these Articles of Incorporation are:
Harold E. Walker Miami, Florida Donald P. Zima Daytona Beach, Florida Patrick J. Knipe Orlando, Florida George L. Patterson St. Petersburg, Florida Morton L. Weinberger Miami, Florida Charles H. Fairchild Pensacola, Florida Lloyd A. Turman Gainesville, Florida Richard A. Benn Tampa, Florida I. Jerry Bloom Miami, Florida Russell S. Bogue, Jr. Tampa, Florida Louis W. Dooner Quincy, Florida Morris I. Hollander Miami, Florida Howard A. Mesh Miami, Florida Neil N. Presser Jacksonville, Florida Donald G. Swearingen Sarasota, Florida Charles E. Van Middlesworth St. Petersburg, Florida Anita S. McDaniel Merritt Island, Florida Joseph B. Barnes, Jr. Ft. Lauderdale, Florida Lonnie H. Lacy Orlando, Florida Sol Patchen Miami, Florida Stanley B. Brenner Palm Beach, Florida Harry M. Anderson, Jr. Bradenton, Florida Byron N. Thompson, Jr. Jacksonville, Florida Douglas H. Thompson, Jr. Gainesville, Florida E. M. Campbell, Jr. Winter Haven, Florida Lawrence A. Robbins Naples, Florida John P. Thomas Tallahassee, Florida Allen A. Edwards Vero Beach, Florida J. Bernard Eck Daytona Beach, Florida Robert J. West Tampa, Florida Charles F. Gund Pensacola, Florida Thomas Workman, Jr. Boca Raton, Florida
ARTICLE IX: Bylaws
Section 1. The Bylaws of this corporation shall be made, altered, or rescinded by a vote of two‐thirds (2/3) of all members of the Board of Governors present at any regular or special meeting of the Board of Governors or by the unanimous written consent of all members of the Board of Governors. Any change of the Bylaws at a meeting of the Board of Governors must be
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preceded by written notice at least fifteen (15) days prior to the meeting stating the proposed amendment and the reasons therefore.
Section 2. Except as otherwise provided, a proposal to amend the Bylaws may be made by a petition of not less than ten percent (10%) of the Resident members. The proposal shall be submitted to the Board of Governors for consideration as provided by Section 1. If rejected, the proposed amendment shall be submitted to all voting members of the corporation for a vote by mail ballot. If at least two‐thirds (2/3) of those voting approve such a proposal, it shall become effective as an amendment to the Bylaws. On any mail vote, no less than twenty‐five percent (25%) of all voting members shall cast a ballot to constitute a valid action. Mail ballots shall be considered valid and counted only if received in the corporation principal office within sixty (60) days from the date of mailing the ballot to the members. Any mail ballot must be preceded by a written notice at least thirty (30) days prior to the ballot stating the proposed amendment, the reasons thereof and Board of Governors and/or Executive Committee recommendation(s). ARTICLE X: Amendment Amendments to these Articles of Incorporation may be made by an affirmative vote of three‐quarters (3/4) of the members of the Board of Governors present and voting at any regular or special meeting of the Board, provided that in any instance notice of any such amendment shall be mailed by the Secretary‐Treasurer to each Resident member of the corporation at least fifteen (15) days prior to any such meetings.
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Institute Bylaws
FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS BYLAWS
(Approved 4/26/07; Effective 7/01/07; Expired – Current)
ARTICLE I: Offices and Regions
Section 1. The principal offices of the corporation are located in Tallahassee,Leon County, Florida.
Section 2. The corporation also may have an office or offices at such other place or places as the Board of Governors may from time to time designate or the business of the corporation may require.
Section 3. Geographic regions for the purpose of electing Regional Representatives shall be established throughout the state by the Board of Governors. These geographic regions shall be established and may be altered by an affirmative vote of two‐thirds (2/3) of the members of the Board of Governors present at a duly called meeting. ARTICLE II: Seal
Section 1. The corporate seal shall have inscribed thereon the words "Florida Institute of Certified Public Accountants," "Florida Institute of Accountants" and "1927 Inc."
Section 2. The corporate seal shall be kept by the Secretary‐Treasurer and used by causing it or a facsimile thereof to be impressed on or affixed to appropriate documents. ARTICLE III: Annual Meeting
Section 1. The annual meeting of this corporation shall be held no later than ninety (90) days following the close of the fiscal year on such date and at such place as recommended by the Secretary‐Treasurer and approved by the Executive Committee. The Secretary‐Treasurer of this corporation shall, at least thirty (30) days before the annual meeting, mail notices in writing to all members of the corporation indicating the time and place of such annual meeting.
ARTICLE IV: Board of Governors
Section 1. Regular meetings of the Board of Governors may be called at any time by the President. The Board of Governors shall meet not less than twice each year. Special meetings of the Board of Governors shall also be called upon the written request of five percent (5%) of the Resident members or twenty‐five percent (25%) of the Board of Governors or seventy‐five
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percent (75%) of the Executive Committee. The Secretary‐Treasurer of the corporation shall mail written notice of the time and place of any regular or special meeting to all voting members of the corporation at least ten (10) days before any such meeting.
Section 2. Business transacted at all special meetings of the Board of Governors shall be confined to the matters stated in the notice of such meetings.
Section 3. Members of the Board of Governors may be removed from the Board of Governors by a vote of two‐thirds (2/3) of all members of the Board of Governors present at any regular or special meeting of the Board of Governors. This removal may be without cause and the vacancy created by this removal shall be treated as any other vacancy.
Section 4. The Board of Governors will establish geographic regions within the state. A
Regional Representative shall be chosen by chapters to represent each geographic region established within the state on the Board of Governors. The Regional Representatives shall encourage regional cooperation and coordinate the affairs of the chapters within the region. They shall assist the chapters in attaining their goals and encourage members to become more active in this corporation. They shall assist the President of the corporation in committee assignments, committee appointments, coordination of joint chapter meetings and educational programs and serve as a liaison between the chapters and the Board of Governors. Each Regional Representative shall submit such reports as required by the President or Secretary‐Treasurer.
Section 5. Members of the Board of Governors shall be elected to one‐year terms. Members shall not be elected for more than six consecutive terms with the exception of the President, President Elect, Secretary‐Treasurer, and three immediate past Presidents of the Corporation. Upon election to the Executive Committee, the four (4) Vice Presidents may serve six additional consecutive one‐year terms on the Board of Governors so long as they remain on the Executive Committee.
ARTICLE V: Quorum
Section 1. For the transaction of any business by the Board of Governors at least fifty percent (50%) of the members of said Board must be present in person to constitute a quorum.
Section 2. For the transaction of any business by the Executive Committee at least fifty percent (50%) of the members of said Committee must be present in person to constitute a quorum. For purposes of this section, telephone conference calls are considered "in person."
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Section 3. No proxy shall be voted at any meeting of the corporation.
Section 4. Votes at duly called meetings shall be cast in person, provided there shall be
present in person, a sufficient number to constitute a quorum and also provided that no vote shall be cast except by members of the corporation classified as a Resident member.
Section 5. The Board of Governors can take action by written ballot. Items to be
balloted shall be restricted to matters approved by a two‐thirds (2/3) vote of the Executive Committee; confined to the matters stated in the notice of such ballot; and limited to matters that do not require more than a majority vote. An affirmative written ballot of three‐quarters (3/4) of the members of the Board of Governors must be received in the corporation principal office within fifteen (15) days of the date of the ballot for the ballot to be valid. ARTICLE VI: Voting Rights
Section 1. The voting rights of the corporation shall be vested exclusively in the Resident members, and each Resident member shall have one vote in determining all questions to be decided by the corporation.
Section 2. Accounting Educator members, Associate members, and Professional Affiliate
members shall be eligible to serve on Committees. Professional Affiliate members shall not hold office and shall not be entitled to vote in deciding any questions at any meetings, but may be granted the privileges of the floor at any meetings at the discretion of the presiding officer. Non‐Resident members, Retired members, Honorary members, Student members, Exam Qualified members and International Affiliate members of the corporation shall not hold office or serve on Committees and shall not be entitled to vote in deciding any questions at any meetings, but may be granted the privileges of the floor at any meetings of the Board of Governors of the corporation. Privileges of the floor also may be granted to others at the discretion of the presiding officer. ARTICLE VII: Membership
Section 1. Applications for membership in the corporation shall be in writing addressed to and filed with the Secretary‐Treasurer of the corporation. Each application shall provide the facts and information as the Executive Committee may from time to time require.
Section 2. Each application for membership shall be accompanied by a deposit to cover such initiation fee and/or special assessment and/or annual dues as may be from time to time prescribed by the Board of Governors. The Secretary‐Treasurer of the corporation, on receipt of such application for membership, shall determine if the applicant qualifies for membership. If the applicant meets the qualifications of membership, the applicant shall be declared elected as a member of this corporation. If the Secretary‐Treasurer determines the applicant does not
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qualify for membership, the application shall be rejected and the applicant notified of the reasons thereof. The applicant may appeal the decision of the Secretary‐Treasurer to the Board of Governors. Thereupon the Board of Governors, at its next meeting, shall consider the application. If the applicant fails to receive an affirmative vote of two‐thirds (2/3) of the members present at such meeting, the applicant's election shall be deemed rejected. Upon rejection of an applicant, the deposit made by such applicant with the application shall be refunded.
Section 3. In the event the application of any person for membership herein shall be rejected, such person shall not again be proposed for or elected to membership in the corporation until after the expiration of one (1) year from the date of the rejection of the prior application.
Section 4. Lifetime members shall not be required to pay any initiation fees, special
assessments, or dues.
Section 5. Honorary members shall be elected only upon the written recommendation and endorsement of at least ten (10) Resident members of the corporation filed with the Secretary‐Treasurer of the corporation and approved by the affirmative vote of at least two‐thirds (2/3) of the members of the Board of Governors present at any meeting thereof. Honorary members shall not be required to pay any initiation fees, special assessments or dues.
Section 6. A firm may not designate itself as Members of the Florida Institute of Certified Public Accountants unless all of its partners, shareholders, and employees who are Florida certified public accountants and who are eligible for membership are members of this corporation.
Section 7. Professional Affiliate members may only designate themselves as Professional Affiliate members of the Florida Institute of CPAs. The Professional Affiliate members must act in accordance with the code of conduct and adhere to all other membership requirements. ARTICLE VIII: Termination of Membership
Section 1. Resignation of members in good standing may be offered in writing at any time and shall be effective on the date filed.
Section 2. Members in good standing receive a membership dues statement prior to the beginning of the fiscal year. Membership dues are due on the first day of the fiscal year (July 1st). All dues paid after July 31st are subject to a 10% late fee. Any member who fails to pay annual dues or any special assessment or other obligation to this corporation within sixty (60) days after such debt has become due shall be terminated as a member in good standing of this corporation. The Executive Committee may assess an additional fee to members terminated for non‐payment of dues who seek reinstatement without requiring reapplication.
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Section 3. The resignation or forfeiture of membership shall not operate to relieve the
former member of any obligation for charges owed to the corporation including but not limited to initiation fees and/or special assessments and/or annual dues.
Section 4. Any person whose membership shall have been terminated shall immediately surrender to the corporation the membership certificate issued to the person. Such person may thereafter again become a member of this corporation only in the manner prescribed by the Articles of incorporation and/or these Bylaws for the admission of new members. ARTICLE IX: Disciplinary Suspension and Termination of Membership
Section 1. A member of the Florida Institute of Certified Public Accountants shall be liable to admonition, reprimand, suspension or expulsion if:
a. the member violates any of the FICPA's Bylaws, or b. the member is convicted of a felony, or other crime or misdemeanor involving moral turpitude, or c. the member is declared by a court of competent jurisdiction to have committed any fraud, or d. the member is declared by any competent court to be insane or otherwise incompetent, or e. the member refuses or neglects to abide by any decision of this corporation or the Board of Governors thereof. f. A disciplinary action may be taken against a member as provided in this Section by an affirmative majority vote of the Board of Governors. At least fifteen (15) days prior to an action of the Board of Governors, there shall be delivered to the member a notice of any charge and applicable bylaw provision. The member, together with counsel, shall be afforded an opportunity to be heard before the Board of Governors.
Section 2. Membership in the Florida Institute of Certified Public Accountants shall be
suspended without hearing should there be filed with the Secretary‐Treasurer of the Florida Institute of Certified Public Accountants a judgement of conviction imposed upon any member for:
(i) A crime defined as a felony (or its equivalent) as defined in Bylaws ‐ Article IX, Section 1b under the law of the convicting jurisdiction; or
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(ii) The willful failure to file any income tax return which the member, as an individual taxpayer, is required by law to file; or (iii) The filing of a false or fraudulent income tax return on the member's behalf, or the behalf of a client of the member; or (iv) The willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client; and shall be terminated in like manner upon the similar finding of a final judgement of conviction. Section 3. Membership in the Florida Institute of Certified Public Accountants shall be
suspended without a hearing should a member's certificate as a Certified Public Accountant or as a Public Accountant, or license or permit to practice as such or to practice public accounting be suspended, revoked, withdrawn or canceled by authority of any state or territory of the United States or the District of Columbia as a disciplinary measure. Such suspension of membership in the Florida Institute of Certified Public Accountants shall terminate upon reinstatement of the certificate, license or permit as applicable. The term "disciplinary measure" shall not include suspensions resulting from non‐compliance with continuing education requirements by retired or permanently disabled members.
Section 4. A member may appeal the decision to suspend membership as set forth in Article IX, Sections 2 and 3 to the Board of Governors. Thereupon the Board of Governors, at its next meeting, shall consider the appeal. The member together with his counsel shall be given an opportunity to appear before the Board of Governors. If the member fails to receive an affirmative majority vote of the members present at such meeting, the suspension will be upheld. ARTICLE X: Duties of Officers
Section 1. President: The President shall preside at all meetings of the corporation; the President shall be the chief elected officer of this corporation and shall call meetings of the Board of Governors as prescribed in Bylaws ‐ Article IV.
Section 2. President Elect and Vice President(s): In the absence or inability of the President to act, the President Elect shall exercise all powers and perform all of the duties of the President; and in the absence or inability to act of the President Elect, the Board of Governors shall designate one of the four Vice Presidents to exercise all powers and perform all duties of the President and shall designate one of the remaining Vice Presidents who shall perform such other duties as usually pertain to the President Elect.
Section 3. Secretary‐Treasurer: The Secretary‐Treasurer shall keep all records pertaining to the membership and the conduct of the members of this corporation. The Secretary‐Treasurer shall keep all correspondence of this corporation, minutes of all meetings of this
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corporation, the Board of Governors and Executive Committee and shall perform such other duties as usually pertain to the Secretary. The Secretary‐Treasurer shall be responsible for the finances of this corporation and shall make regular reports of such finances to the Executive Committee, Board of Governors and membership. ARTICLE XI: Duties of Executive Committee
Section 1. The Executive Committee shall manage the affairs of the Florida Institute of Certified Public Accountants and oversee the activities of the committees and chapters. The Executive Committee shall perform the following duties and such other duties as specifically delegated by the Board of Governors:
a. Implement policies promulgated by the Board of Governors and establish guidelines for the operation of the corporation consistent with said policies. b. Receive the recommended annual budget of the corporation prepared by the Finance and Office Advisory Committee and after review and appropriate modifications submit a proposed final budget to the Board of Governors for action. c. Control expenditures in accordance with the approved budget. The Executive Committee may authorize additional expenditures in total not to exceed five percent (5%) of budgeted revenues from all sources. d. Establish meetings dates and sites for the annual meeting at least three (3) years in advance consistent with the provision of the Articles of Incorporation and Bylaws. e. Approve the contracts of all consultants engaged by this corporation. f. Oversee the Executive Director as the chief executive officer of the Institute. g. Receive the recommendations from the Finance and Office Advisory Committee as to the employment of the Executive Director and forward the same to the Board of Governors for appropriate action. h. Oversee and coordinate the activities of all committees of the Institute, Regional Representatives and chapters. The Executive Committee shall receive all state committee reports and make recommendations to the Board of Governors for appropriate action. i. Represent the Florida Institute in its relations with the American Institute of Certified Public Accountants or other state societies, other professional bodies, Federal and State governmental authorities and the public.
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j. Recommend changes to the Articles of Incorporation and Bylaws of the Florida Institute of Certified Public Accountants. k. Recommend nominations to the Council of the American Institute of Certified Public Accountants as needed. l. Serve as members of an Audit Committee whose size and composition shall be determined by the President. m. Attend Florida Board of Accountancy meetings as representatives of the Institute as coordinated and instructed by the President Elect. n. Vote all shares of stock of CPA/Service Corporation. Section 2. Meeting Attendance. Any member of the Executive Committee and/or Board
of Governors who shall have been absent from three (3) consecutive meetings shall automatically vacate the seat. Any vacancy shall be filled as set forth in Articles of Incorporation ‐ Article VI, Section 4.
Section 3. Members of the Executive Committee may be removed from the Executive Committee by a vote of two‐thirds (2/3) of all members of the Board of Governors present at any regular or special meeting of the Board of Governors. This removal may be without cause and the vacancy created by this removal shall be treated as any other vacancy. ARTICLE XII: Fiscal Year, Dues and Reserve Funds
Section 1. The fiscal year shall be July 1 through June 30.
Section 2. The initiation fee and/or special assessment and/or annual dues for this corporation and its chapters for each fiscal year shall be determined annually by the Board of Governors. The initiation fee and/or special assessment and/or annual dues may be altered by two‐thirds (2/3) vote of all members of the Board of Governors present at any meeting of the Board of Governors. Any change in the initiation fee and/or special assessment and/or annual dues at a meeting of the Board of Governors must be preceded by written notice at least ten (10) days prior to the meeting stating the proposed initiation fee and/or special assessment and/or annual dues and the reasons therefore.
Section 3. Corporation and chapter dues shall be payable in advance at the principal office of the corporation.
Section 4. As of the first day of each fiscal year, the membership of each chapter shall
be determined and the chapter dues collected from its members shall be remitted to the
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respective chapters within ninety (90) days thereof. Subsequent collections will be remitted periodically. Remittance to the chapters will be made provided financial statements and other reports as required by the Executive Committee have been filed. ARTICLE XIII: Rules of Procedure
Section 1. The rules of procedure as provided in "Robert's Rules of Order ‐ Newly Revised" shall govern at all meetings of this corporation, except as otherwise provided in these Bylaws. ARTICLE XIV: Committees
Section 1. The President shall determine and establish, to the extent not otherwise provided in these Bylaws, the objectives, size and purpose of the Committees of this corporation necessary to fulfill the objectives of this corporation. Immediately after the installation of officers each year, the President shall appoint Resident, Education, Associate and Professional Affiliate members of the corporation to serve on committees. The President shall appoint a chairman for each committee except as established by the Bylaws of this corporation. The President, in the selection of the appointments to committees, shall give due consideration to fair geographic and demographic representation of the membership.
Section 2. Committees may conduct business via telephone conference calls provided
such meetings are properly noticed and a quorum is present.
Section 3. The Committees on Finance and Office Advisory, Nominations, Investment Policy, and CPE are standing committees and shall operate in the following manner:
a. Committee on Finance and Office Advisory ‐ The Committee shall consist of ten (10) members. The President Elect of the corporation shall concurrently serve as a member of the Committee. Two (2) members shall be members of the Executive Committee and shall be appointed for a term of one (1) year. Seven (7) members shall be appointed for a term of three (3) years. b. Committee on Nominations ‐ The Committee shall be comprised of the three (3) most recent past presidents of the corporation and three (3) at‐large members. The most recent past president shall serve as Chairman. If two (2) members of this Committee are members of the same firm, the senior of the two in service on the Committee shall be dropped from the Committee. In this event, or in the event that any member of the Committee declines to serve, the next most recent past president shall serve during the
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remainder of the normal term of the replaced member. The three (3) at‐large members of the Committee shall be elected by the Board of Governors. The at‐large members shall be resident members of the Corporation, shall not be current members of the Board of Governors, and shall not have served as a President of the Corporation. At‐large members of the committee shall be elected to serve a one‐year term and shall be limited to three one‐year terms. Nomination for atlarge members of the Committee shall be made by any ten (10) resident members of the Corporation. The Committee on Nominations shall give due consideration to fair geographic and demographic representation of the membership of the Corporation in making nominations for officers or members of the Board of Governors. c. Committee on Investment Policy – The Committee shall consist of three (3) members with one (1) member appointed annually for a term of three (3) years. d. Committee on CPE – The Committee shall consist of nine (9) members appointed to a term of three (3) years. Section 4. Meeting Attendance. Any member of the Committee on Finance and Office
Advisory, Committee on Nominations, Committee on Investment Policy, or Committee on CPE who shall have been absent from three (3) consecutive meetings shall automatically vacate the seat on said Committee. Any vacancy shall be filled as set forth in Bylaws, Article XIV, Section 3.
Section 5. The President shall not cause two members from the same firm to serve on a
standing Committee; if any two members of the same firm serve on the same standing Committee, the senior of the two in committee service shall be dropped from the Committee. No person shall serve more than two consecutive, multiple year terms or in excess of ten (10) consecutive years on a standing Committee. The President shall appoint a member of the corporation to fill any vacancy for all standing Committees except as provided for the Committee on Nominations.
ARTICLE XV: Chapters
Section 1. The chapters are an integral part of the Florida Institute of Certified Public Accountants. As such, they are governed by the policies established by the Board of Governors.
Section 2. Charters for new chapters will be approved by the Board of Governors where it can be demonstrated there is potentially a net benefit in terms of the overall contribution to the attainment of the goals of this corporation.
a. Each application for chapter charter shall be accompanied by a written report setting forth the activities of the group and the advantages of its formation. b. Fifty (50) or more Resident members of this corporation may, upon
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approval of the Board of Governors hereof, constitute themselves a chapter of this corporation. If in the judgement of the Board of Governors it enhances the attainment of the goals of this corporation, the Board of Governors may approve the formation of a chapter with less than fifty (50) Resident members. Such chapter shall be styled and known as the “….chapter of the Florida Institute of Certified Public Accountants” and not otherwise. c. Each Resident, Accounting Educator, Associate, Retired, Student and Exam Qualified member of this corporation shall, upon membership in this corporation, become a member of a chapter. Each member shall have the right to choose a chapter. d. A member of this corporation may not belong to more than one chapter at the same time. e. If a Regional Representative for any chapter recommends to the Board of Governors the dissolution of such chapter, the recommendation shall be considered by the Board of Governors. If a majority of the Board of Governors votes to dissolve the chapter, it shall cease to be a part of this corporation and all of its rights and privileges as a chapter shall be forfeited.
Section 3. The operation and organization of chapters shall be as
follows: a. The Bylaws of chapters shall not be in conflict with the Articles of Incorporation and Bylaws of this corporation, and such Bylaws and any change therein shall not take effect until same are submitted to the Board of Governors of this corporation and approved by it. At any time, the Board of Governors may require such changes in the Bylaws of chapters as are necessary to carry out the policies established by the Board of Governors. b. The dues of all chapters shall be uniform and limited to Resident, Accounting Educator, and Associate dues and shall be established by the Board of Governors. Chapter dues shall be collected and remitted to the respective chapters as set forth in these Bylaws and may be expended for such purposes as established by the chapter. c. All communications in respect to State and Federal legislation to any legislative body or member thereof, or to any society or association of accountants, shall be referred to the Executive Committee of this corporation and shall not be used or sent until approved by said Executive Committee. d. Each chapter at its annual meeting shall elect from its Resident members the following Officers: President, President‐Elect, Secretary, Treasurer and Vice President (optional). The officers and immediate past president shall be members of the Executive
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Committee of each chapter and shall hold office for one year and until their successors are elected. e. The annual meeting of each chapter shall be held no later than thirty (30) days prior to the close of the fiscal year; other meetings thereof shall be held as determined by the chapter. f. The Secretary‐Treasurer of this corporation shall receive a copy of notices and circulars sent to members of each chapter and a copy of the minutes of each meeting of the members and/or the Executive Committee of each chapter. g. Each chapter shall submit such written report or reports as required by the Executive Committee. h. The officers of a chapter may be removed from office by a vote of two‐thirds (2/3) of all members of the Board of Governors present at any regular or special meeting of the Board of Governors. The removal may be without cause and the vacancy created by this removal shall be treated as any other vacancy. The greater of fifteen (15) members or ten percent (10%) of the membership of a chapter may petition the Board of Governors to remove an officer of a chapter from office at any time.
Section 4. The Executive Committee of this corporation may delegate any one of its members to attend a meeting of a chapter, and such member so delegated shall be accorded the privileges of the floor at the meeting.
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Atlantic Chapter Bylaws
Bylaws
For Chapters of
the
Florida Institute of Certified Public Accountants
* * * * * * * *
The name of this Chapter
shall be
hereafter referred to
as the Chapter
* * * * * * * * The Florida Institute of Certified Public Accountants’ Board of Governors shall be the governing body. Chapters needing counsel should submit their problems to the Administrative Office in Tallahassee. Effective Date: January 8, 2002
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ARTICLE I: Rules and Regulations
Section 1. This Chapter shall at all times be subject to the provisions of these Bylaws and all rules and regulations prescribed from time to time by the Board of Governors of the Florida Institute of Certified Public Accountants or, where delegated by the Board of Governors, its Executive Committee (both hereinafter referred to as the Institute). Section 2. In general, and subject to the limitations provided in Section 3, it shall be the function of this Chapter to foster, promote and further within the geographical areas assigned to it the purposes and objectives of the Institute, which are stated in its Articles of Incorporation as follows: (a) To foster ethical conduct and promote standards of independence, integrity, and objectivity in the profession. (b) To promote the establishment and maintenance of high educational and professional requirements for persons in the profession. (c) To monitor and actively participate in public policy‐making processes which impact the profession. (d) To collect, analyze and interpret data on changing market, economic, governmental, and technological conditions affecting the profession. (e) To encourage the analysis, discussion, and understanding of issues and trends in the profession. (f) To expand the public's knowledge and understanding of the profession. (g) To maintain relationships and activities with other organizations in the pursuit of the Institute's mission. (h) To provide an organizational structure which efficiently utilizes volunteer leader and professional staff resources for the continuing development of programs which effectively address the expectations of all members. Section 3. The affairs of this Chapter shall be conducted in such manner and by such rules and regulations, including any Chapter Operations Manual, as the Institute may prescribe. Section 4. The scope of this Chapter's activities shall be subject to the following limitations:
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a. This Chapter shall not engage in activities which affect the general Institute membership without the prior approval of the Institute. b. This Chapter shall not communicate with any federal, state or local governmental body, bureau, commission or unit or any national or state professional society, concerning the matters affecting the Institute as a whole except as provided for in the Institute's communications policy. c. In respect to the matters referred to in (a) and (b) above, it shall be the function of this Chapter to advise and make recommendations to the Institute and cooperate with the Institute in effecting the policies of the Institute among its members and within the area assigned to this Chapter by the Institute. d. Any Chapter committee, whose functions are similar to those of an Institute committee shall act only in conformance with the polices, directives and instructions of the Institute committee with respect to all matters coming within the scope and jurisdiction of such Institute committee. e. Chapters shall engage in no political activity such as promotion or endorsements of candidates for any office (local, state or federal) without prior written consent of the Florida Institute of CPAs Executive Committee. Section 5. In the event of dissolution of this Chapter, all the funds, records and other property of this Chapter shall revert to the Institute. ARTICLE II: Membership Section 1. The member's classification in this Chapter shall be the same classification as membership in the Institute. Chapter membership shall consist of only five classes, namely: Resident members, Accounting Educator members, Retired members, Lifetime members and Associate members. Section 2a. Resident Members. A licensed Certified Public Accountant of any state or territory of the United States or the District of Columbia who works or resides in Florida. Section 2b. Accounting Educator Members. An individual engaged in accounting education on a full‐time basis in the State of Florida. Section 2c. Retired Members. Any Florida resident who is a Certified Public Accountant of any state or territory of the United States or the District of Columbia and is sixty‐five (65) years or older and who has been a member in good standing of any State CPA Society for at least ten consecutive years shall be eligible for election to retired membership. In cases of hardship or unusual circumstances, the Executive Committee may waive the age requirement
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provided all other conditions are met. Such person must furnish a written affidavit that they are not engaged in the practice of public accounting in any manner and are not employed on a full‐time basis in any manner. Section 2d. Lifetime Members. Any person who is a Certified Public Accountant of any state or territory of the United States or District of Columbia who has been a member in good standing of the Florida Institute of Certified Public Accountants for at least forty (40) consecutive years shall be eligible for election to Lifetime Membership. Section 2e. Associate Members. Any professional staff employee who is engaged in an accounting capacity and is supervised by a Resident member on a substantially full‐time basis and is sponsored by said member. Furthermore, said employee does not hold a certificate as a Certified Public Accountant and does not otherwise qualify for a different category of membership. Associate membership shall be automatically resigned in the event of a change in the aforesaid employment status. Section 3. A member of this Chapter may not belong to any other Chapter at the same time. Section 4. Membership in this Chapter shall be concurrent with membership in the Institute, and suspension or termination of membership in the Institute shall automatically result in the suspension or termination of membership in this Chapter. Section 5. The Regional Vice President representing Region shall be an ex‐officio member of this Chapter's Board of Directors. ARTICLE III: Voting Rights Section 1. The voting rights of this Chapter shall be vested exclusively in the Resident members, and each Resident member shall have one vote in determining all questions to be decided by the membership of this Chapter. Section 2. Resident, Accounting Educator, Associate, and Lifetime members of this Chapter shall be eligible to serve on Committees. Retired members are not eligible to serve on Committees. Accounting Educator, Associate, Lifetime or Retired members of this Chapter shall not hold office and shall not be entitled to vote in an election of officers and deciding any question at any meeting of this Chapter, but may be granted the privileges of the floor at any meeting of the membership of this Chapter. Privileges of the floor also may be granted to others at the discretion of the officer presiding at such meeting. ARTICLE IV: Meetings
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Section 1. There shall be no less than five (5) meetings of this Chapter within each fiscal year. One meeting shall be the meeting for the election of officers which shall be either in April or May of each year on such date and at such place as the Chapter Board of Directors shall determine. The Secretary of this Chapter shall, at least fifteen days before the election meeting, mail notices in writing to all members of this Chapter indicating the time and place of such meeting. Section 2. The Secretary of this Chapter shall transmit to the Secretary‐Treasurer of the Institute a copy of all notices and circulars sent to members of this Chapter (when mailed to the Chapter) and a copy of all minutes of each meeting of the members and the Board of Directors of this Chapter within sixty (60) days of said meeting. Section 3. The Chapter shall submit a written annual report or reports as required by the Institute. ARTICLE V: Term The term for which this chapter shall exist shall be provided in the Articles of Incorporation and Bylaws of the Institute. ARTICLE VI: Officers ‐ Board of Directors Section 1. The officers of this Chapter shall be President, President Elect, Vice President (optional), Secretary and Treasurer. Section 2. The officers and additional elected members shall be elected from the membership of this Chapter and approved by the membership and shall constitute this Chapter Board of Directors. The Board of Directors shall consist of 15 members (minimum of 7 and a maximum of 15). Section 3. The President Elect who was so elected at the preceding annual meeting shall be elected President and each of the other officers and elected Board members set forth in Section 1 and 2 above shall be elected at the annual meeting of this Chapter and shall assume their respective offices on July 1 immediately following the annual meeting of this Chapter at which they were elected and shall hold office for one year and until the election of their respective successors. The Nominating Committee shall have the right and power to appoint the unexpired term of any vacancy occurring among the officers or on the Board of Directors of this Chapter.
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Section 4. Nominations for officers and members of the Board of Directors shall be made by the Chapter Committee on Nominations by the January 31st preceding the meeting at which the elections are to take place. Notice of the nominations by the Nominating Committee shall be mailed by the Chapter Secretary to all members at least thirty days prior to this meeting. By March 1st this report must be filed with the Institute's Secretary‐Treasurer. Section 5. Any ten Resident members of this Chapter may submit supplemental nominations, provided that such nominations be filed with the Secretary at least twenty days prior to the date of the election of officers. Notice of such supplemental nominations shall be mailed by the Secretary to all Resident members at least ten days prior to the election of officers. ARTICLE VII: Quorum Section 1. Ten (10) members or five percent (5%) of the membership entitled to vote, whichever is greater, of this Chapter present in person shall constitute a quorum for the transaction of business at any meeting of this Chapter. Section 2. For the transaction of any business by the Board of Directors at least fifty percent (50%) of the members of said Board must be present in person to constitute a quorum and no proxy shall be voted at any meeting of said Board of Directors. Section 3. Votes at meetings of members of this Chapter shall be cast in person provided there shall be present in person a sufficient number to constitute a quorum. Members of this Chapter classified as a Resident member are the only members entitled to vote. ARTICLE VIII: Duties of Officers Section 1. President: The President shall preside at all meetings of this Chapter; the President shall be the chief elected officer of this Chapter and may call meetings of the Board of Directors whenever it is deemed necessary and shall do so upon written request of three members of the Board of Directors. The President shall enforce the Bylaws of this Chapter and all policies established by the Institute. By May 31 each year the President shall file a report with the Institute concerning this Chapter's activities during the preceding year. Section 2. President Elect or Vice President (optional): In the absence or inability of the President to act, the President Elect shall exercise all powers and perform all of the duties of the President; and in the absence or inability to act of the President and the President Elect, the Vice President (optional) shall exercise all powers and perform all duties of the President.
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Section 3. Secretary: The Secretary shall keep all correspondence of this Chapter, minutes of all meetings of the members of this Chapter and the Board of Directors and shall perform all other duties required by these Bylaws or by the Board of Directors of this Chapter. Section 4. Treasurer: The Treasurer shall receive and deposit funds and pay out same as authorized by the Board of Directors. The Treasurer shall be responsible for filing all necessary financial reports. The Treasurer shall file the chapter budget (Article X, Section 2) on a timely basis as determined by the Institute. In the event that a treasurer or CPE Liaison fails to perform their duties on a timely basis, at the direction of the Regional Representative they will be removed from office and their duties will be assigned to the Vice President or President Elect. ARTICLE IX: Duties of Board of Directors Section 1. The Board of Directors shall manage the affairs of this Chapter. The Board of Directors shall perform the following duties and such other duties as specifically delegated by the Institute: a. Implement policies promulgated by the Institute and establish guidelines for the operation of the Chapter consistent with said policies. b. Administer the affairs of the Chapter and direct its activities and finances in accordance with Institute policy and Bylaws. c. Control expenditures in accordance with an approved budget. d. Oversee and coordinate the activities of all Chapter committees. Section 2. Meeting Attendance – Any member of the Board of Directors who shall have been absent from three (3) consecutive meetings shall automatically vacate the seat. Any vacancy shall be filled as set forth in Article VI, Section 3. ARTICLE X: Fiscal Matters Section 1. The fiscal year of this Chapter shall begin on July 1 of one year and end on June 30 of the following year. Section 2. The incoming Chapter Board of Directors shall adopt a proposed budget covering the Chapter operations for the subsequent fiscal year. The Budget shall be presented not later than June 30 to the Institute on forms approved by the Institute. The Board of Directors may authorize additional expenditures or cost overruns not to exceed 10% of budgeted expenses without Institute approval.
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Section 3. The dues shall be collected by the Institute and remitted to this Chapter as set forth in the Bylaws of the Institute. Section 4. The Chapter funds may be expended for such purposes as established by this Chapter Board of Directors so long as said disbursements are not in conflict with the objectives, purposes and guidelines of the Institute and are in accordance with the chapter budget and policies pertaining thereto. Section 5. The net worth or member equity of a chapter shall not exceed either $3,000 or one (1) year's dues whichever is greater as of June 30 each year. ARTICLE XI: Committees Section 1. The Standing Committees of this Chapter shall be those specified in Section 3 below. The President may appoint such other Committees deemed desirable. The incoming President shall annually appoint all Committee members and shall submit a list of such appointments to the Institute's Secretary‐Treasurer prior to the beginning of the fiscal year. Section 2. The Nominating Committee for officers and members of the Board of Directors of the Chapter shall be comprised of the three most recent past presidents of this Chapter. The most recent past president shall serve as Chairman. In the event that two members of the Committee are members of the same firm, the senior of the two in service on the Committee shall be dropped from the Committee. In this event or in the event that any member of the Committee declines to serve, the next most recent past president shall serve during the remainder of the normal term of the replaced member. Section 3. The Standing Committees of this Chapter and the scope of activities of each such Committee shall be as follows: (a) Committee on New Members – The Committee shall encourage membership in the Institute and this Chapter. It shall supply membership information to those eligible for admission. (b) Committee on Legislation – The Committee shall assist the Institute Committee in carrying out the legislative activities approved by the Institute. (c) Committee on CPE – The Committee shall assist the Institute statewide Committee in developing and administering a comprehensive CPE program designed to enhance the competence and technical knowledge of all members. (d) Committee on Public Relations – The Committee shall plan and conduct all matters concerning the encouragement and advancement of better understanding and
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relations of this Chapter and the profession with the general public and with other professional groups and organizations within this Chapter area. The Committee shall cooperate with the Institute committee and shall refer to said Committee any matters arising which are of concern to the profession as a whole as distinguished from matters arising of purely local interest. ARTICLE XII: Amendments Amendments to these Bylaws may be made by an affirmative vote of three‐quarters (3/4) of the members of the Board of Directors present and voting at any regular or special meeting of the Board, provided that in any instance notice of any such amendment shall be mailed to each Resident member of this Chapter at least 15 days prior to any such meeting. Such amendments shall not take effect until same are submitted to the Institute and approved by the Board of Governors. At any time, the Institute may require such changes in the Bylaws of this Chapter as are necessary to carry out the policies established by the Institute.
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