sample official bylaws ballot -...

Sample Official Bylaws Ballot

Ballot Instructions

bull Below you will find the current AAA Bylaws along with the proposed changes and the rationale for the changes

bull The ballot is for your formal vote on whether or not you concur with the proposed Bylaws changes

bull You will vote three times at the end of this document once for each of the below items 1 Governance Review Task ForceECCouncil Approved Bylaws Amendment Proposal2 Amendment Petition 1 put forward by Larry Crumbley3 Amendment Petition 2 put forward by Larry Crumbley

bull This Sample Ballot will be posted for 90 days in accordance to the AAA Bylaws The voting will begin on April 11th and close on May 11th The official ballot will be posted and an email will be sent to members with voting instructions The official ballot will be mailed to those members who do not have email addresses

bull The Governance Review Task Force Executive Committee and Council realize this is a lengthy document and thank you for taking the time to read through the proposed changes

2

Governance Review Task ForceECCouncil Approved Bylaws Amendments Proposal

Current AAA Bylaws Proposed Changes Rationale for ChangesI Name of Organization The name of this organization shall be the American Accounting Association The form of organization shall be that of a non-profit association incorporated under the laws of the State of Illinois

I Name of Organization The name of this organization shall be the American Accounting Association The form of organization shall be that of a non-profit association incorporated under the laws of the State of Illinois

I Name of Organization No change to the name of the association

II The Purposes and Objectives of the Association Shall Be 1 To initiate encourage and sponsor

research in accounting and to publish or aid in the publication of the results of research

2 To advance accounting instruction and to encourage qualified individuals to enter careers in the teaching of accounting

3 To advance the development and application of accounting concepts and standards and seek their adoption for financial statements prepared for external purposes

4 To advance the development and uses of accounting for internal management purposes

5 To advance a widespread knowledge of accounting among qualified students and the public generally

II The Purpose of the Association Shall Be To further the discipline and profession of accounting through thought leadership in education research and service

II The Purpose of the Association Shall Be A shorter crisper version of the statement of purpose consistent with the strategic vision and mission of the association Eliminating the objectives of the association from the bylaws allows flexibility Those objectives will be embedded in the strategic plan and can be expected to change as the environment for accounting academics evolves

3


Current AAA Bylaws Proposed Changes Rationale for Changes

III Membership Accounting teachers public accountants accountants from business and government and other persons interested in the Associationrsquos purposes and objectives are eligible for membership in the Association Admission shall be conducted in such manner and shall be subject to such conditions as the Executive Committee may determine There shall be four classes of membership (1) Members (2) Associate Members (3) Life Members and (4) Emeritus Members

Members Members are eligible to vote hold offices and participate in all activities of the Association Associate Members Students during the period of registration in school shall be eligible to become Associate Members in the Association The application for Associate Membership must be accompanied by a certification of hisher student status by the applicant Associate Membership shall include a subscription to one or more Association journals as determined by the Executive Committee Associate Members may not vote in elections conducted by the Association serve on committees or hold an elective or appointed office

III Membership Admission to the Association shall be subject to such conditions as the Board of Directors may determine There shall be three classes of membership (1) Regular Members (2) Life Members and (3) Student Members The Board of Directors has the authority to create membership sub-categories based on the organizationrsquos strategy

Regular Members and Life Members are eligible to vote hold offices and participate in all activities of the Association Student Members may participate in activities of the association except they may not vote in elections conducted by the Association serve as committee members or hold an elective or appointed office

III Membership Three proposed classes capture all necessary membership categories

4



III Membership (continued)Life Members Life Membership may be awarded by the Executive Committee of the Association Life members shall have all of the rights of a member No Life Memberships shall be sold Emeritus Members Members who have retired from ordinary gainful employment and who have been members of the Association for twenty (20) years may apply for and shall be granted Emeritus Membership Emeritus Members shall have all of the privileges and benefits of ordinary members but shall pay dues at the same rate as Associate Members

III Membership (continued)Life Members Honorary life memberships may be granted by the Board of Directors to individuals who have been long-time members of the Association Student Members Students during the period of matriculation in a post-secondary program shall be eligible for Student Membership in the Association The application must be accompanied by a certification of hisher student status by the applicant Student Membership may include a subscription to one or more Association journals as determined by the Board of Directors

III Membership (continued)The life member category is designed to recognize long-time members of the association This honorary category subsumes the emeritus member category Details for awarding the life member designation are included in the policies and procedures manual

IV Dues Dues shall be determined by the Executive Committee with the approval of the Council Dues shall be payable in advance at the beginning of each membership year Any member ten (10) months in arrears shall be dropped from the membership roll

IV Dues Dues shall be determined by the Board of Directors with the approval of the Council Dues categories shall be structured to reflect the organizationrsquos strategy and to increase participation of classes of individuals facing varying economic conditions Dues shall be payable in advance at the beginning of each membership year

IV Dues The proposed underlying principle of relying on economic conditions is consistent with objectives in the Strategic Plan to increase membership In addition this principle regarding the dues structure of the AAA is consistent with several comparison organizations (AHA AEA ASA etc) studied by the Task Force

5



V The Executive Committee The Executive Committee shall consist of the officers of the Association as follows the President the President-Elect the Immediate Past President the Vice President-Education the Vice President-Research the Vice President-Publications the Vice President-Finance the Vice President-International the Vice President-Sections and Regions the Vice President-Professional Relations and one additional Vice-President The President-Elect automatically becomes President at the end of the term as President-Elect The individual elected to the Presidency shall serve on the committee for three years commencing with the assumption of duties as President-Elect All other officers shall serve for two years except in the case of appointments to fill vacancies Interim vacancies shall be filled by action of the Executive Committee The Executive Committee in conjunction with the Council as specified in Section VII shall be responsible for directing the affairs of the Association The operation of the administrative office and the duties and powers of the Executive Director shall be determined by specific action of the Executive Committee Major policy actions relating to items not included on written agenda distributed in advance of meeting shall be presented at one Executive Committee meeting for discussion and shall be acted upon at the next scheduled meeting Significant policies rules and procedures shall be set forth in a Policies and Procedures Manual The Executive Committee may authorize multi-year appointments to committees in addition to standing committees The Executive Committee shall meet at least twice a year Six members of the Executive Committee shall constitute a quorum

V The Board of Directors The Board of Directors shall consist of the President the President-Elect the Immediate Past President the Vice President-Finance the Vice President-Finance -Elect the Vice President of Research and Publication the Vice President of Education and five additional Board members The President-Elect and Vice-President-Finance-Elect automatically become President and Vice President--Finance respectively at the end of their one-year elect terms All officers shall serve for three years except in the case of appointments to fill vacancies Interim vacancies shall be filled by action of the Board of Directors The Executive Director and the President-Elect nominee are ex-officiononvoting members of the Board of Directors

V The Executive CommitteeBoard of Directors Change the name of the Executive Committee to the Board of Directors to be consistent with prevailing terminology in benchmark organizations

Eliminate some of the Vice PresidentBoard of Director designationsmdashthe strategic reason is for flexibility Board member general expertise will be identified in the policies and procedures manual and through the calls for nominations

Increase the tenure of all Board members from two to three years to increase continuity on the board through staggered three- year terms The VP Finance-Elect will serve as an officer for one year with the elect title prior to undertaking a two-year term as VP Finance During the first year the VP Finance -Elect will lsquoshadowrsquo the VP Finance to become familiar with duties This will result in Board size changing from 11 to 12 every other year

6



New Section New SectionVI The Management Team of the Board of DirectorsThe Management Team of the Board of Directors shall consist of the Past President President President-Elect Vice President of Finance President-Elect nominee and the Executive Director The President shall chair the Management Teamrsquos meetings Duties of the Management Team include responsibility for coordinating and evaluating progress on the Associationrsquos strategic plan and creating the call for nominations for all Board members of the Association as subsequently approved by the Board of Directors

This new section is designed to add Board management structure into the bylaws

The Management Team is charged specifically with strategy coordination and evaluation In addition the team is charged with structuring (for approval by the Board) the calls for nominations associated with the undefined board member positions The calls for nominations will help align the talent on the Board with the AAArsquos current strategy

7



VI Duties of the Members of the Executive Committee President The President shall be responsible for administering the affairs of the Association The President of the Association shall act as chair of the Executive Committee and of the Council The President shall be responsible for the technical program of the annual meeting Heshe shall preside at the annual business meeting of the Association Except for committee members previously appointed to terms that have not yet expired the President shall have the authority to appoint members to committees and at hisher discretion to remove members of committees The President shall serve in that office for one year

VII Duties of the Members of the Board of DirectorsPresident The President shall be responsible for administering the affairs of the Association The President of the Association shall act as chair of the Board of Directors The President shall preside at the annual business meeting of the Association Except for committee members appointed by the Council (see Section IX) and previously appointed to terms that have not yet expired the President shall have the authority to appoint members to committees and task forces and at hisher discretion to remove members of committees and task forces The President shall serve in that office for one year

VII Duties of the Members of the Board of DirectorsChanges to Section VI propose elimination of many prescribed roles for Vice-PresidentBoard of Director positions providing needed flexibility The BOD member call for nominations will focus on current strategic initiatives and thus the board will be populated with individuals having appropriate expertise For example membership fulfillment and intellectual property concerns are currently important to the AAA yet expertise in these areas has not been and is not currently present on the board

Proposed changes will help the AAA to implement its Strategic Plan successfully Note that expertise represented by many of the current Executive Committee Vice Presidential designations (eg VP International VP Practice ) will very likely be represented in the call for nominations used to populate the Board

8



VI Duties of the Members of the Executive Committee (continued)President-Elect The President-Elect shall present to the Executive Committee recommendations for committee activities for the ensuring year with related charges and supporting budget The budget shall also be presented to the Council for its recommendations The President-Elect shall appoint members to serve on committees during hisher term of office except for committee members previously appointed to terms that have not yet expired The President-Elect shall serve in that office for one year Vice President-Education The Vice President-Education shall be responsible for developing and administering programs in accounting education Heshe shall be responsible for liaison between the Executive Committee and the committees designated by the President as education committees The Vice President-Education shall serve in that office for two years

VII Duties of the Members of the Board of Directors (continued)President-Elect The President-Elect shall present to the Board of Directors recommendations for committee activities for the year with related charges and supporting budget The budget shall also be presented to the Council for its recommendations The President-Elect shall appoint members to serve on committees and task forces during hisher term of office except for committee members appointed by the Council (see Section IX) and those previously appointed to terms that have not yet expired The President-Elect shall serve in that office for one year Past President The Past President serves on the Nominating Committee and assists the President and President-Elect in their efforts to implement the associationrsquos strategy The Past President shall serve in that office for one year

VII Duties of the Members of the Board of Directors (continued)Changes to Section VI propose elimination of many prescribed roles for Vice-PresidentBoard of Director positions providing needed flexibility The BOD member call for nominations will focus on current strategic initiatives and thus the board will be populated with individuals having appropriate expertise For example membership fulfillment and intellectual property concerns are currently important to the AAA yet expertise in these areas has not been and is not currently not present on the board


9



VI Duties of the Members of the Executive Committee (continued)

Vice President-Education (continued) During the first year of the Vice Presidents term the Committee on Nominations shall nominate a Vice President-Education-Elect to serve during the second year of the Vice Presidents term and to assume the vice presidency upon the expiration of that term The Vice President-Education-Elect shall serve as an ex-officio member of the Committee on Accounting Education and shall perform whatever duties assigned by the Vice President Vice President-Research The Vice President-Research shall be responsible for developing and administering programs in accounting research Heshe shall be responsible for liaison between the Executive Committee and the committees designated by the President as research committees and with the Research Directors of other national accounting organizations The Vice President-Research shall serve in that office for two years

VII Duties of the Members of the Board of Directors (continued)Vice President-Finance The Vice President-Finance chairs the standing Finance Committee (see Section IX) The VP-Finance is responsible for supervising the financial management of the Association under the general direction of the Board of Directors The Vice President-Finance shall assist the President-Elect in preparing the budget outlining the financial resources and requirements for the next fiscal year The Vice President-Finance shall report annually to the membership on the financial affairs of the Association The Vice President-Finance shall serve for two years after serving one year as VicePresident-Finance-Elect During the first year of the Vice President-Finances two-year term the AAA Nominations Committee shall nominate a Vice President- Finance-Elect to serve during the final year of the Vice President-Finances two-year term The Vice President -Finance-Elect shall assume the vice presidency (and chair of the Committee on Finance) upon the expiration of the Vice President-Finances term The Vice President-Finance-Elect shall serve as a member of the Finance Committee and shall perform other duties as assigned by the Vice President-Finance

VII Duties of the Members of the Board of Directors (continued)The proposed changes create five Board members without specific titles

Nominees for three Board member positions (each with a staggered three-year term) would be placed on the ballot to AAA membership directly by Council (one position per year) The AAA Nominating Committee would place the remaining nominees for Board of Director positions on the ballot (approximately 2 per year plus the President-Elect) Thus the association-level Nominating Committee would nominate the President and two Board members every year (with the VP Finance-Elect being nominated every other year)Because of the VP-Finance and VP Finance-Elect overlap the Board would have either 11 or 12 members every other year

10



VI Duties of the Members of the Executive Committee (continued)Vice President-Publications The Vice President-Publications shall be responsible for coordinating the operations of all publications of the Association including those of its sections regions and groups and shall chair the Committee on Publications The Vice President-Publications shall serve a two-year term During the first year of the Vice Presidents term the Committee on Nominations shall nominate a Vice President-Publications-Elect to serve during the second year of the Vice Presidents term and to assume the vice presidency upon the expiration of that term The Vice President-Publications-Elect shall serve as an ex-officio member of the Committee on Publications and shall perform whatever duties assigned by the Vice President

VII Duties of the Members of the Board of Directors (continued)Vice President-Education The Vice President-Education shall be responsible for developing and administering programs in accounting education Heshe shall chair the standing Education Committee be responsible for liaison between the Board of Directors and committees designated by the President and interact with national and international accounting education bodies The Vice President-Education shall serve in that office for three yearsVice President-Research and Publications The Vice President-Research and Publications shall be responsible for developing and administering programs that advance accounting research Heshe shall chair the standing Research Committee be a member of the Publications Committee be liaison between the Board of Directors and committees designated by the President and interact with the Research Directors of other national and international accounting organizations The Vice President-Research shall serve in that office for three years

VII Duties of the Members of the Board of Directors (continued)

See Section VII for the Rationale for Changes

11



VI Duties of the Members of the Executive Committee (continued)Vice President-Finance The Vice President-Finance in conjunction with the Committee on Finance shall be responsible for supervising the financial management of the Association under the general direction of the Executive Committee Heshe shall serve as a member of the Committee on Finance in hisher first year in office and as chair in hisher second year of office Heshe shall assist the President-Elect in preparing the budget outlining the financial resources and requirements for the next fiscal year The Vice President-Finance shall report annually to the membership on the financial affairs of the Association The Vice President-Finance shall serve in that office for two years During the first year of the Vice President-Finances term the Committee on Nominations shall nominate a Vice President-Finance-Elect to serve during the second year of the Vice President-Finances term and to assume the vice presidency upon the expiration of the Vice President-Finances term The Vice President-Finance-Elect shall serve as an ex-officio member of the Finance Committee and shall perform whatever duties are assigned by the Vice President-Finance

VII Duties of the Members of the Board of Directors (continued)Additional Board Members Five Board members shall perform whatever duties are assigned by the Board of Directors as reflected in their respective call for nominations Each Vice-President shall serve in that office for three years Three of the additional Board members will be nominated by the Council (see Section VIII ) The remaining two will be nominated by the AAA Nominations Committee as outlined in Section IXExecutive Director The Executive Director an ex officio nonvoting member of the Board of Directors shall be responsible for the operation of the Administrative office of the Association and shall report to the Board of Directors on all operating matters Minutes of the meetings of the Board of Directors of the Council and of the annual business meeting shall be the responsibility of the Executive Director and shall be made publicly available to AAA members The Board of Directors is responsible for appointing and conducting the annual evaluation of the Executive Director


See VII for the Rationale for Changes

12



VI Duties of the Members of the Executive Committee (continued)Additional Vice-Presidents In addition to the responsibilities indicated by their titles the four additional Vice-Presidents shall perform whatever duties the President may assign to them The President shall designate one Vice-President in hisher first year of office to serve on the Committee on Finance The designated Vice-President shall serve as chair of the Committee on Finance during hisher second year in office Each Vice-President shall serve in that office for two years Executive Director The Executive Director shall be responsible for the operation of the Administrative office of the Association and shall report to the Executive Committee on all operating matters Minutes of the meetings of the Executive Committee of the Council and of the annual business meeting shall be the responsibility of the Executive Director Filling of Vacancies In the event that a member of the Executive Committee is unable to serve the duties shall be assigned to another person selected by the Executive Committee except that when the President cannot serve the duties shall be assumed by the most recent Past President who is willing to serve When the President-Elect is not able to serve the office shall remain vacant to the end of the term and a President shall be elected at the ensuing annual meeting

VII Duties of the Members of the Board of Directors (continued)Filling of Vacancies In the event that a member of the Board of Directors other than the President is unable to serve their full term the duties shall be assigned to another person selected by the Board of Directors When the President cannot serve then the duties shall be assumed by the most recent Past President who is willing to serve When the President-Elect is not able to serve the nominations committee will nominate another candidate who will be affirmed by a vote of the membership



13



VII Council A Council shall assist the Executive Committee in governance of the Association The functions of the Council shall be in part advisory and in part decision-making with day to day decisions made by the President and the Executive Committee The Council shall normally meet twice yearly once in connection with the annual meeting and once during the year Members of the Council shall begin their term at the annual meeting of the Association Composition and Length of Service 1 Members of the Executive Committee -

during term of office 2 Representatives of Regions Sections and

Groups (Segments)

Two representatives per segment where segment membership exceeds one thousand - Two Years

One representative per segment where segment membership does not exceed one thousand - One Year

3 Four Members at Large - Two Years 4 Two International Members at Large - Two

Years

VIII CouncilA Council shall assist the Board of Directors in governance of the Association The functions of the Council shall be in part advisory and in part decision-making with day-to-day decisions made by the President the Executive Director and the Board of Directors The Council shall normally meet quarterly either virtually or in person One such meeting shall be held at the annual meeting Members of the Council shall begin their term at the conclusion of the annual meeting of the Association

Council ChairThe Council Chair will serve for one year The Council Chair assisted by Council Chair-Elect and the Past Council Chair will preside over Council meetings Council Policies and Procedures will identify the processes for electing the Council Chair Members of the Board of Directors may not serve as Council Chair

Council The Council as currently constituted meets infrequently and lacks institutional memory As a result it has limited ability to help the AAA successfully implement its strategic plan and to achieve the vision for the organization To improve Council effectiveness we propose a Council with three-year rotating members for Sections Regions and international members To improve institutional memory we recommend staggered three-year terms for all segment representatives (one-third change each year two-thirds continue) (Note SectionRegion representatives would no longer necessarily be a current Section or Region president More likely a past president will be a good choice)

14



VII Council (continued)Functions 1 Propose By-Laws changes for submission

to the Executive Committee and act upon By-Laws changes submitted to it by the Executive Committee before submission to the members

2 Approve changes in dues 3 Approve major decisions when referred to

the Council by the Executive Committee 4 Elect the members of the Committee on

Nominations other than the Past Presidents Executive Committee members shall not be eligible to vote in this election

5 Review the budget and make recommendations thereon to the President-Elect

6 Advise the Executive Committee on major issues

Quorum and Voting Sixty percent of the members of the Council shall constitute a quorum Issues shall be decided by a simple majority vote of those present

VIII Council (continued)Council Composition and Length of Service 1 Board of Directors members during their

terms of office2 Representatives of Segments (ie Regions

and Sections) of the Association 3 At-Large Representatives of the

international members of the AssociationEach association segment will have one representative on Council Council members will be elected by members of their segment to each serve a three-year term with approximately one third of the council elected each year Board of Directors will appoint two international members to the CouncilCouncil Duties 1 Propose By-Laws changes for submission

to the Board of Directors and act upon By-Laws changes submitted to it by the Board of Directors before submission to the members


the Council by the Board of Directors

Council (continued)Policies and Procedures for the Council will be created by the first Council Maintenance and revision of existing policies are under the purview of the new AAA Governance Committee (see Section IX) which is the standing committee that replaces the current by-laws committeeProposed duties for Council include all duties in the old bylaws and additional duties including staffing AAA-level awards committees creating an Advocacy Committee and operating a Ballot Committee

The Vision and Strategic Plan of the AAA calls for an expanded representation in governance of the membership The newly structured Council will fulfill the need for better representation and enhance AAA governance

15



VII Council (continued)

See the above slides for informationabout the current Council

VIII Council (continued)

Council Duties (continued)

4 Elect four members of the AAA Nominations Committee (see Section IX) Current Council members are not eligible to serve on the AAA Nominations Committee

5 Review the annual budget of the organization and make recommendations thereon to the President-Elect

6 Review for approval all AAA advocacy positions7 Populate all Association-wide awards committees8 Each year nominate an AAA member for a three-year

term on the Board of Directors and forward the name to the AAA Nominating Committee for inclusion in the slate put before the membership

9 Regularly monitor AAA member views on the AAA strategic plan and report to the Board of Directors

10 Monitor periodic segment reports (see Section XIII) and recommend to the Board of Directors creation of or dissolution of segments due to membership demand or lack thereof fiscal feasibility andor compliance with AAA bylaws policies or procedures

11 Other activities to advance the AAA strategy as directed by the Board of Directors

Council (continued)Finally Council should be the governance body that regularly monitors Section and Region health and well-beingand general AAA memberrsquos views on the association and its ability of the association to deliver the value propositions to its members

Council members are not eligible to serve on the AAA Nominations Committee because the Council has separate responsibility for nominating a Board of Directors position each year

Awards Committee Segment leaders are knowledgeable about their membersrsquo expertise and can more appropriately appoint broad representation to AAA-level awards committees

16






Council Standing Committees

1 Council Committee on Awards Committees shall populate Association-wide awards committees

2 Advocacy Review Committee shall review positions forwarded by Association-level committees for suitability to represent an association-level position Position papers or letters approved by this committee will be designated as representing official positions of the AAA

3 Council Ballot Committee shall identify one member name each year who meets the criteria of the call for nominations approved by the Board of Directors to serve on the Board of Directors The name shall be sent to the AAA Nominating Committee to be placed on the AAA ballot for a member of the Board of Directors


Council (continued)Advocacy Committee will approve AAA-level position statements for academic-related issues (such as AACSB AICPA NASBA etc) Allowing AAA to take a public position on issues important to the academic community allows for more depth in thought leadership throughout the association Representation through the advocacy review committee permits the AAA to take official positions on important education and policy-related issues This process does not include responses to professional standard setters by Section technical committees

Ballot Committee The new Council will establish policies and procedures for their operations For example the process by which a name is placed on the AAA ballot each year has been deliberately left unspecified so that Council can decide if an election of the membership an election by Council members or another nomination process would best serve the needs of the Association

17



VIII Standing Committees The following standing committees shall be established and shall report to the Executive Committee 1 Committee on By-Laws The

Committee on By-Laws shall consist of three members one of whom shall be the Vice President-Finance The function of this committee shall be to advise the Executive Committee on changes in the By-Laws

2 Committee on Accounting Education The Committee on Accounting Education shall study and report upon all matters of concern to the Association in the field of accounting education as directed by the President and the Executive Committee The committee shall consist of nine members each of whom shall normally serve three years In addition the Vice President-Education-Elect shall serve as an ex-officio member of the committee The Vice President-Education shall serve as chair of the committee

IX Association Standing CommitteesThe following standing committees shall be established and report to the Board of Directors Each standing committee (except Nominations and Publications) shall consist of nine members each of whom shall normally serve a three-year term with one-third of the committee members appointed each yearFinance Committee The Finance Committee shall consist of the Vice President-Finance the Vice President Finance-elect and other members with staggered terms The Committee shall monitor the financial condition and goals of the Association and assist in achieving the Strategic Plan Education Committee The Education Committee shall study and report upon all matters of concern to the Association in the field of accounting education as directed by the President and the Board of Directors The Education Committee makes policy recommendations to the Board of Directors about the development of education-related activities designed to enhance world-wide education in accounting including but not limited to curricula course delivery faculty development etc The committee shall align the strategic direction of all association-level committees related to education with the organizationrsquos Strategic Plan

IX Standing CommitteesAssociation Standing CommitteesRequiring standing committee members to have three-year terms will provide continuity and more experienced decision-making

No changes to the Finance Education or Research committees

18



VIII Standing Committees 3 Committee on Nominations The

Committee on Nominations shall consist of the three most recent Past Presidents willing and able to serve and four members elected by the Council The four elected members need not be members of the Council and may not be current members of the Executive Committee The Committee on Nominations shall be chaired by the most senior in service of the Past Presidents serving The Committee on Nominations shall nominate candidates for all of the elective offices of the Association and members at large of the Council Members of the Committee on Nominations are not eligible for nomination except that members of the Committee on Nominations who are already members of the Council may continue in that capacity

IX Association Standing Committees3 Research Committee The Research Committee shall

study and report upon all matters of concern to the Association related to research as directed by the President and the Board of Directors The Research Committee makes policy recommendations to the Board of Directors about the development of research- related activities designed to enhance world-wide research in accounting including but not limited to PhD programs faculty development research recognition etc The committee shall align the strategic direction of all association level committees related to research with the organizationrsquos Strategic Plan

4 Governance Committee The Governance Committee shall review proposed amendments to the Associationrsquos governing documents to assure clarity consistency and legal compliance and advise the Board of Directors on changes in the governing documents The President-Elect is an ex-officio member of the governance committee

IX Standing CommitteesAssociation Standing Committees

Change the Bylaws committee to a Governance committee so that the committee also has responsibility for monitoring and proposing changes to Association Policies and Procedures (after all the Bylaws committee has had very little to do over the last twenty to thirty years)

19



VIII Standing Committees 4 Committee on Publications The

Committee on Publications shall study and report to the President and Executive Committee on all matters of concern in the field of publications It shall also provide a slate of candidates to the Executive Committee for its guidance when appointing the Managing Editors of T he Accounting Review Accounting Horizons and Issues in Accounting Education The committee shall consist of seven members including the Vice President-Publications who will serve as chair The committee members shall have staggered three-year terms with two members being appointed each year Committee on Finance

5 The Committee on Finance shall consist of the Vice President-Finance one additional Vice-President the immediate past Chair and other members if any designated by the President It shall monitor financial goals of the Association and assist in achieving those goals

IX Association Standing Committees5 Nominations Committee The Nominations

Committee shall nominate candidates for elective offices of the Association and international members of the Council It shall consist of the three most recent Past Presidents willing and able to serve and four members elected by the Council The four elected members cannot be current members of either the Council or the Board of Directors The Nominations Committee shall be chaired by the most senior in service of the Past Presidents serving Members of the Nominations Committee are not eligible for nomination

6 Publications Committee The Publications Committee shall study and report to the Board of Directors on all operating matters concerning association publications including but not limited to providing slates of candidates for the Board of Directors regarding decisions to appoint each of the Managing Editors of The Accounting Review Accounting Horizons and Issues in Accounting Education The committee shall consist of seven members the VP Research and Publications and a chair all serving three-year terms Committee members shall have staggered three-year terms with two members being appointed each year


Change the Publications Committee representation on the Board of Directors to be through the VP Research and Publications

20



IX Nomination and Elections Procedures A list of the nominations made by the Committee on Nominations shall be published approximately ninety (90) days prior to the beginning of the election Additional nominations may be made by a petition signed by not less than one hundred (100) members of the Association submitted to the Executive Director at least forty-five (45) days prior to the beginning of the election Persons so nominated must previously have agreed to serve if elected The membership of the Association shall be notified prior to the election of the nominations made by petition Election shall take place by mail facsimile or electronic vote of the members

X Nomination and Elections Procedures A list of the nominations made by the Committee on Nominations and the Council shall be published approximately ninety (90) days prior to the beginning of the election Additional nominations may be made by a petition signed by not less than one hundred (100) members of the Association submitted to the Executive Director at least forty-five (45) days prior to the beginning of the election Persons so nominated must previously have agreed to serve if elected The membership of the Association shall be notified prior to the election of the nominations made by petition Election shall take place by mail facsimile or electronic vote of the members

No changes made in Section X XI or XII except renumbering changing terminology for consistency and eliminating details that can be included in the policies and procedures manual

X Annual Meeting The Association shall hold an annual meeting at such time and place as may be determined by the Executive Committee The tentative program for the annual meeting shall be published approximately ninety (90) days prior to the meeting The tentative program shall include the agenda for the annual business meeting of the membership announcement of the election results proposed changes to the By-Laws and such other business slated to come before the Association

XI Annual Meeting The Association shall hold an annual meeting at such time and place as may be determined by the Board of Directors The tentative program for the annual meeting shall be published approximately ninety (90) days prior to the meeting

No change to the main paragraph in section X However for the listing of the tentative program the details will be in the policies and procedures manual

21



XI Publications The Association shall publish periodical journals that shall be devoted to matters consistent with the purposes and objectives of the Association The Association may also publish other accounting materials as deemed appropriate by the Executive Committee The Association shall not pay royalties on its publications The initial term of the Managing Editors shall be for three years The term may be extended by reappointment for a maximum of three additional one-year terms Initial appointments and reappointments shall be made by the Executive Committee

XII Publications The Association shall publish periodical journals that shall be devoted to matters consistent with the purposes and objectives of the Association The Association may also publish other accounting materials as deemed appropriate by the Board of Directors The Association shall not pay royalties on its publications

No Change to the first paragraph of current bylaws item XI However details in the second paragraph are better left to and shall appear in the policies and procedures manual

XII Regions Sections amp Groups The Executive Committee may authorize the formation of regions sections and groups Regional organizations shall be for the purpose of holding regional meetings for the presentation and discussion of subjects in accounting and allied fields of interest to members of the Association Section and group organizations shall be for the purpose of serving the needs of the various special interest segments of the Association The Executive Committee shall formulate policies rules and regulations governing these segments

XIII Segments of the Association The Board of Directors may authorize the formation of segments on the advice of Council Segments are Regions or Sections Regions are defined geographically by the Board of Directors Sections represent interest groups All segments will be identified as part of the AAA (ie AAA Midwest Region) in all publications and communications Each segment will be governed by the bylaws of the AAA and the common bylaws for segments Every 3 to 5 years each segment will prepare a self-evaluation of its purpose and sustainability to support the strategic objectives of the overall organization

Changes include an emphasis on branding the Regions Sections and groups are not consistent regarding the AAA brand This is important for the associationrsquos identity and to eliminate inconsistencies in branding

22



XII Regions Sections amp Groups (continued)Organization Each region shall have a Chair or President each section and group shall have a Chair or President and each segment shall have a Nominating Committee and such other officers as the segment shall determine Nomination and Election Procedures The President or Chair shall be elected by mail facsimile or electronic vote or at the annual business meeting of the segment under Roberts Rules of Order If in addition to the nominee(s) proposed by the Nominating Committee a person is nominated by petition signed by not less than twenty-five (25) members of the segment the election shall be by written or electronic ballot Persons nominated by petition must previously have agreed to serve if elected Only members of the segment shall be eligible to vote Committee on Nominations The Committee on Nominations shall consist of one or more immediate Past Vice-Presidents or Chairs (the most senior of whom shall chair the committee) and at least four (4) other persons to be elected at the annual business meeting of the segment or if no such election is made at such meeting by majority vote of the segment officers Candidates for election to the Committee on Nominations shall be proposed and seconded from the floor Members of the Committee on Nominations shall not be eligible for nomination to any segment office while serving on the committee The Committee on Nominations elected at each annual business meeting or by majority vote of the segment officers shall prepare for the election to be held at the next annual meeting or by mail facsimile or electronic vote before the next annual meeting

XIII Segments of the AssociationOrganization Each segment shall have a Chair or President a Chair-elect or President-elect a Secretary Treasurer a Council Representative and a Nominating Committee and such other officers and committees as the segment shall determine

Council Representatives A segment shall be represented on the Council of the Association by a representative Council members serve a minimum of three years and are eligible for one additional three-year term The Council Representative is a member of the governing body of the segment If the Council Representative is unable to attend a Council meeting the segmentrsquos officers may send an alternate who shall have all of the voting rights of an elected representative (see below) The representative is responsible for reporting in a timely manner all relevant Council meeting information to the segmentrsquos governing body

Regions Sections amp GroupsSegments of the Association The elimination of the term ldquogrouprdquo is recommended because it is duplicative of the Section idea Groups are not really different than special interest sections For example the APLG operates in the same fashion as a Section

Because the revised bylaws call for a more robust Council with segment representatives serving three-year terms a discussion of the process for their identification and election by segments is included

Council representatives will be part of the segment governance structure for enhanced communications between segments and Council

23



XII Regions Sections amp Groups (continued) Council Representative A region section or group shall be represented on the Council of the Association by representatives designated for such purpose or if no such designation is made by its President or Chair when entitled to one (1) representative or by that person and hisher immediate predecessor in office when entitled to two (2) Representatives who are unable to attend a Council meeting may send an alternate who shall have all of the voting rights of an elected representative Vice-President-Elect or Chair-Elect A region section or group may choose to designate and elect a President-Elect or Chair-Elect as appropriate If a segment adopts this arrangement the procedures prescribed for election of a President or Chair shall apply

XIII Segments of the AssociationNomination and Election Procedures The President or Chair and the Council Representative shall be elected by mail facsimile or electronic vote or at the annual business meeting of the segment under Roberts Rules of Order If in addition to the nominee(s) proposed by the Nominating Committee a person is nominated by petition signed by not less than twenty-five (25) members of the segment the election shall be by written or electronic ballot Persons nominated by petition must previously have agreed to serve if elected Only members of the segment shall be eligible to vote Committee on Nominations The Committee on Nominations shall consist of one or more immediate Past Vice-Presidents or Chairs (the most senior of whom shall chair the committee) and at least four (4) other persons to be elected at the annual business meeting of the segment or if no such election is made at such meeting by majority vote of the segment officers Candidates for election to the Committee on Nominations shall be proposed and seconded from the floor Members of the Committee on Nominations shall not be eligible for nomination to any segment office while serving on the committee The Committee on Nominations elected at each annual business meeting or by majority vote of the segment officers shall prepare a list of nominees for the election to be held at the next annual meeting or by mail facsimile or electronic vote before the next annual meeting Vice-President-Elect or Chair-Elect A segment will designate and elect a President-Elect or Chair-Elect as appropriate The procedures prescribed for election of a President or Chair shall applyDissolution of Segments The Board of Directors has responsibility to dissolve segments on the advice of Council due to lack of membership fiscal feasibility andor violation of AAA bylaws policies or procedures

Regions Sections amp GroupsSegments of the Association No changes made to the nominations and elections section the Committee on Nominations or the VP-Elect or Chair-Elect parts of the bylaws

This is a new bylaws addition on segment dissolution designed to parallel the segment creations discussion in the first sentence of this bylaws sectionThe Board and Council will follow the AAA procedures for dissolution set forth in the AAA Policies and Procedures Manual

24



XIII Disposition of Assets The Association shall be operated exclusively for the educational purposes for which it is organized No part of the net earnings of the Association shall inure to the benefit of any person except as compensation for services or as an allowance in furtherance of the purposes of the Association In the event of dissolution of the Association its net assets shall be distributed to an agency organized and operated exclusively for education purposes and of which no part of the net earnings inures to the benefit of any person except as compensation for services or as an allowance in furtherance of its purposes

XIV Disposition of Assets The Association shall be operated exclusively for the educational purposes for which it is organized No part of the net earnings of the Association shall inure to the benefit of any person except as compensation for services or as an allowance in furtherance of the purposes of the Association In the event of dissolution of the Association its net assets shall be distributed to an agency organized and operated exclusively for education purposes and of which no part of the net earnings inures to the benefit of any person except as compensation for services or as an allowance in furtherance of its purposes

Disposition of Assets No changes to the disposition of assets part of the bylaws

XIV Amendment These By-Laws may be amended by the affirmative vote of two-thirds of the members present and voting at any annual business meeting or at the discretion of the Executive Committee by the vote of two-thirds of the members who return ballots in a mail referendum Amendments to the By-Laws may be proposed by any individual member or group of members by the Executive Committee or by the Council Proposals approved by both the Executive Committee and the Council or submitted by petition of not less than one hundred (100) members of the Association shall be presented for membership vote Written notice of By-Laws amendments to be presented for membership vote at an annual business meeting shall be given to the members approximately ninety (90) days prior to that meeting

XV Amendment Amendments to the By-Laws may be proposed by any individual member or group of members by the Board of Directors or by the Council Proposals approved by both the Board of Directors and the Council or submitted by petition of not less than one hundred (100) members of the Association shall be presented for membership vote Written notice of Bylaws amendments to be presented for membership vote shall be given to the members at least ninety (90) days prior to the vote To be amended a minimum of 10 of all eligible Association members as of the end of the prior fiscal year must vote and of the votes cast at least two-thirds must be affirmative

Amendment This change specifies a percentage of members that must vote in order for a Bylaws amendment to be passed to ensure changes are made with sufficient membership inputThis change removes the reference to voting at Business Meetings to allow more members the opportunity to vote on important Association matters and to employ secure voting via online tools (technology that was not available when the current Bylaws were written)

Amendment Petition Proposals Put Forward by Larry Crumbley

The following proposals for Bylaws amendment (Amendment Petition 1 and Amendment Petition 2) were

made by petition by Professor Larry Crumbley with signatures of not less than 100 AAA members per the AAA Bylaws ‐ Section XIV states that petitions meeting that

provision be presented for membership vote

25

Amendment Petition 1 Put Forward by Larry Crumbley

Current AAA Bylaws Proposed Changes Rationale for Changes per CrumbleyPetition

IX Nomination and Election Procedures A list of the nominations made by the Committee on Nominations shall be published approximately ninety (90) days prior to the beginning of the election Additional nominations may be made by a petition signed by not less than one hundred (100) members of the Association submitted to the Executive Director at least forty‐five (45) days prior to the beginning of the election Persons so nominated must previously have agreed to serve if elected The membership of the Association shall be notified prior to the election of the nominations made by petition Election shall take place by mail facsimile or electronic vote of the members

IX Nomination and Election Procedures Insert after first sentenceThe slate shall include at least two names for each position

IX Nomination and Election Procedures [Other sections (eg TLC FIA ABO) have this more open and democratic process If sections can handle two‐person slates surely the parent organization can do the same]

26


Current AAA Bylaws Proposed Changes Rationale for Changes per Crumbley Petition

VIII Standing Committees 3 Committee on Nominations The Committee

on Nominations shall consist of the three most recent Past Presidents willing and able to serve and four members elected by the Council The four elected members need not be members of the Council and may not be current members of the Executive Committee The Committee on Nominations shall be chaired by the most senior in service of the Past Presidents serving The Committee on Nominations shall nominate candidates for all of the elective offices of the Association and members at large of the Council Members of the Committee on Nominations are not eligible for nomination except that members of the Committee on Nominations who are already members of the Council may continue in that capacity

VIII Standing CommitteesStrike three in front of ldquomost recent Presidentsrdquo and replace with twoStrike ldquofourrdquo and insert ldquofiverdquo in front of ldquomembersrdquoNew sentence Rank-and-file may nominate persons to the nomination committee

Standing Committees This change makes the election process more open and transparentNominations for this committee should not be limited to those coming solely from the Council Meeting

27

28

Governance Review Task ForceEC Bylaws Proposal BallotIndicate your vote by marking the corresponding box

Yes I approve the Governance Review Task ForceECCouncil Bylaws Proposal

No I do not approve the Governance Review Task ForceECCouncil Bylaws Proposal

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Amendment Petition 1 Put Forward by Larry CrumbleyIndicate your vote by marking the corresponding box

Yes I approve the Amendment Petition 1

No I do not approve the Amendment Petition 1

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2


Current AAA Bylaws Proposed Changes Rationale for ChangesI Name of Organization The name of this organization shall be the American Accounting Association The form of organization shall be that of a non-profit association incorporated under the laws of the State of Illinois

I Name of Organization The name of this organization shall be the American Accounting Association The form of organization shall be that of a non-profit association incorporated under the laws of the State of Illinois

I Name of Organization No change to the name of the association

II The Purposes and Objectives of the Association Shall Be 1 To initiate encourage and sponsor

research in accounting and to publish or aid in the publication of the results of research

2 To advance accounting instruction and to encourage qualified individuals to enter careers in the teaching of accounting

3 To advance the development and application of accounting concepts and standards and seek their adoption for financial statements prepared for external purposes

4 To advance the development and uses of accounting for internal management purposes

5 To advance a widespread knowledge of accounting among qualified students and the public generally

II The Purpose of the Association Shall Be To further the discipline and profession of accounting through thought leadership in education research and service

II The Purpose of the Association Shall Be A shorter crisper version of the statement of purpose consistent with the strategic vision and mission of the association Eliminating the objectives of the association from the bylaws allows flexibility Those objectives will be embedded in the strategic plan and can be expected to change as the environment for accounting academics evolves

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sample official bylaws ballot -...

Documents