Last year, the Governance Committee received feedback from a few members requesting the opportunity to comment on proposed bylaw changes.  We have taken that request to heart. 

This year, the Governance Committee has drafted a few additional amendments for consideration.  Please note that these amendments have not been approved by the Board of Directors, and are therefore subject to change.  We are currently collecting comments from the Board, and now provide our members with an opportunity to comment as well. 

Comments should be addressed to A’Isha Torrence, Governance Committee Chair, at aisha.torrence@ahrcnyc.org, and should be sent no later than Jan. 31, 2022. 

With one exception (concerning a change in the title of the Executive Director, which is repeated over several articles), the draft amendment language is included in its entirety below.  What follows is a brief explanation of each proposed change: 

Article II, Section 3(a)(3):  This change was requested by staff to support the ongoing work by the Moynihan Scholarship Fund (“MSF”), which in addition to providing scholarships to accounting students also operates the Career Opportunities in the Accounting Profession (“COAP”) program.  Allowing interested high school students to be student members will assist MSF in identifying and staying in touch with potential candidates for the COAP program. 

Article II, Section 7(b):  If adopted, this subsection would be new.  Under the existing bylaws, a member may be expelled only on two bases:  failure to pay dues (for which expulsion is a very rarely applied remedy), or for a sufficiently egregious ethics violation.  This new provision provides an alternative in the case of member behavior deemed seriously harmful to or undesirable by the Society, such as (without limitation) repeated disruptive behavior, repeated violations of the Exchange Code of Conduct, or defamatory statements about the Society or its members. The provision is purposely left somewhat vague in order to encompass any number of behaviors, but—importantly—it also requires a supermajority vote of the Board of Directors to implement.  Accordingly, it would be applied only in the most extreme situations. 

Articles VII, VIII, and IX:  In keeping with contemporary practice, the Committee recommends that the title of “Executive Director” be replaced with “CEO.”  The functions of the position remain unchanged. 

Article X, Section 2:  The Committee has suggested that the current three-term limit on service on the Nominating Committee might be unnecessarily restrictive and proposes to allow an additional three-term limit after a five-year “cooling off” period. 

The actual text of the changed provisions follows:

(3)          Student. (a) A person matriculated at a college or university; or (b) a current high school student interested in pursuing a career in accounting or finance, shall be eligible to apply for membership as a student. A person’s student’s membership shall terminate automatically at such time as such person ceases to qualify as a student member pursuant to the foregoing definitions.upon ceasing matriculation at a college or university.

7.            Termination—

(a)          fFor unpaid indebtedness—Any member who is indebted to the Society for dues or other items for more than two months shall be sent a notice by any means permitted by law including but not limited to electronic mail. Such notice shall state that such member’s membership may be terminated unless the delinquency is corrected within one month from the date of the notice. If the indebtedness remains unpaid after the one-month period, the Board of Directors may terminate the membership; provided that there is no disciplinary proceeding pending.

(b)          For cause—Any member may have such member’s membership terminated by a two-thirds majority vote of the Board of Directors present and voting if, in the Board’s sole discretion, it is determined that such member’s continued participation in the Society is harmful or undesirable.

2.            Qualification to serve—To be eligible to serve on the nominating committee the member must (i) be a CPA member; (ii) have at least five years’ continuous membership in the Society; (iii) have at least two years of participation on a Society-level committee, as a member of the board of a chapter, or some combination of both; (iv) not have served as a member of the nominating committee for either of the two preceding fiscal years; (v) not have served more than three terms on the nominating committee; provided, however, that the foregoing three term limit shall reset to zero after the member has taken a five year hiatus from service on the Nominating Committee; and (vi) except for the Board-designated nominating committee members, not be a current member of the Board.