ARTICLE I: NAME
The name of this organization shall be: “THE STATE ASSOCIATION OF ACCOUNTANTS, AUDITORS and BUSINESS ADMINISTRATORS”.
ARTICLE II: PURPOSE
The purpose of this association shall be the advancement of the theory and practice of state governmental accounting, auditing and business administration; the dissemination of information and experience thereon; and the improvement of the personal professional interest of its members.
The association may participate in the Government Finance Officers Association, or a similar national association designated by the Board, through the office of the president. Educational publications may be distributed, as the Board deems feasible.
E III: NON-PROFIT
This association is not organized for profit. All of its income shall be used for necessary operating expenses and for the general welfare of its members in accordance with the stated purpose of the association.
ARTICLE IV: MEMBERSHIP
The membership shall consist of fellow and honorary members. Fellow members shall enjoy the following rights and privileges of membership:
- To vote
- To hold office
- To receive the newsletter
- To attend meetings at the stated membership cost
To be eligible for fellow membership a person must work in governmental accounting, auditing and/or business administration or in a related activity deemed by the board of directors to fall within the intent of this section.
Accounting instructors in universities, colleges and business schools in the State of Michigan shall be eligible for admission as fellow members of the association.
Fellow members in good standing upon retirement from state service shall automatically become honorary members without payment of dues.
Honorary members other than retired members are to be selected by the board and shall have all rights as a fellow member except for the right to vote and hold office.
ARTICLE V: OFFICERS AND DIRECTORS
The affairs of the association shall be administered by a board of directors consisting of four officers, six directors and the immediate past president. The four officers and six directors shall be elected for a term of two years by majority vote of the fellow members present at the annual meeting. Terms of the officers and directors shall run from October 1 to September 30 of the next succeeding period.
The officers shall consist of president, vice-president, secretary, and treasurer.
Board members may serve more than one term at the direction of the nominating committee.
ARTICLE VII: DUTIES OF THE OFFICERS
Section 1 President:
The president shall be the chief executive officer of the association and shall, if present, preside at all meetings of the board of directors.
Section 2 Vice-President:
The vice-president shall serve as executive officer during the absence or incapacity of the president. The vice-president shall upon consultation with the director of membership and the treasurer recommend fee schedules for membership and meetings to the board of directors. The vice-president shall serve at all times in an advisory capacity on matters relating to association operations.
Section 3 Secretary:
The secretary shall keep minutes for all meetings of the board of directors and of any official action taken by the membership as provided in the Constitution and Bylaws of the association. The secretary shall also be the custodian of the historical records of the organization as defined by the Board.
Section 4 Treasurer:
The treasurer shall be the custodian of the funds of the association. The treasurer shall collect all money paid into the association, and shall pay all bills upon proper proof that they are appropriate obligations of the association, keeping accurate records thereof. At least quarterly, and on all such other occasions as the board of directors may require, the treasurer shall make a full and complete statement of receipts and disbursements of the association together with the balance of funds on hand as of the report date. The treasurer shall keep the operating funds of the association in a financial institution account in the name of the association. Funds not needed for operations shall be invested at the direction of the board of directors. The treasurer shall not commingle the funds of the association with personal funds. At the end of each term of office, or at least biennially, the treasurer shall submit all of the financial records of the association to either a certified public accountant, or an audit committee comprised of members of the association, as determined by the board of directors, for the purpose of performing a financial audit, a review, or a compilation of the association, as deemed appropriate by the board.
ARTICLE VIII: DUTIES OF THE DIRECTORS
Section 1 Director of Membership:
It shall be the duty and responsibility of the director of membership to devote activities primarily to increasing and maintaining membership, recognizing that by extending the membership to the fullest possible extent the association will be performing the greatest possible service to the public and to the membership. The Director of Membership shall maintain a complete and current membership roll and deliver notification of membership renewals on or before August 15, or as determined by the Board of Directors.
Section 2 Director of Public Relations:
It shall be the duty of the director of public relations to supervise the publication and delivery of the newsletter, information memoranda and publicity releases, and to coordinate intergovernmental relations and contacts with the public and private agencies. The director of public relations shall be responsible for furthering all programs directed towards developing harmonious relations with other agencies. The director of public relations shall act as chairperson for any committee appointed to foster public recognition of the organization and its members.
Section 3 Director of Programs:
It shall be the duty and responsibility of the director of programs to devote activities and efforts primarily to providing suitable programs for the regular meetings and any special meetings which may be held by authority of the board of directors.
Section 4 Director of Member Activities:
It shall be the duty and responsibility of the director of member activities to arrange for meeting sites, dinners or refreshments, if such be served, transportation and hotel accommodations for speakers or special meetings and discussion forum and arranging for Continuing Professional Education credits from recognized professional organization. The director of member activities shall be responsible for fostering maximum attendance at meetings. To assist in this work, the director of member activities, with the counsel of the board of directors, may divide the membership into teams by department or office where feasible.
Section 5 Director of Education:
It shall be the duty and responsibility of the director of education to devote activities primarily to the annual seminar where feasible, needs for education and improvement of the personal and professional interests of the members. It shall be the director of education’s duty to be continuously on the alert of opportunities to further this activity. In the course of the performance of this duty, the director must recognize that the membership of this association is recruited from a wide variety of accounting, auditing and financial business activities. Educational opportunities must be offered which will be of benefit to all.
Section 6 Director of Website:
It shall be the duty and responsibility of the director of the website to maintain and update the Association website in an effective and efficient manner.
Section 7 Immediate Past President:
The immediate past president shall be an advisor to the board of directors and may be assigned duties and responsibilities that the board may direct.
ARTICLE IX: MEETINGS
There shall be six meetings of the association to be held during the months of October through September, inclusive. The time and place of such meetings shall be established by the board of directors.
ARTICLE X: NEWSLETTER
A newsletter shall be published quarterly beginning in October and ending in September. A copy shall be made available to each member in the association. At the discretion of the board of directors this newsletter may be published more frequently, as often as additional issues are required.
ARTICLE XI: FISCAL YEAR
The fiscal year of the association shall begin on October 1 and end on September 30 of the next succeeding year.
ARTICLE XII: DUES
Membership dues in the association shall be established each year by the board of directors at a board meeting. Dues shall be payable on or before October 1st, adequate notification of membership renewals shall be mailed by the Director of Membership to the members on or before August 15 or as determined by the board of directors. Members not meeting this deadline for paying their dues may be removed from the membership rolls by the board of directors.
ARTICLE XIII: NOMINATING COMMITTEE
Biennially, on or before June 1 the president shall appoint a nominating committee consisting of the president, two other board members and one fellow member who is neither an officer nor director.
It shall be the duty of the nominating committee to select and place in nomination at the next annual meeting as designated by the board of directors at least one candidate for each of the positions of officers and directors to serve for the ensuing periods. Confirmation must be received from each such candidate that they serve if elected.
The nominating committee may nominate Board Members to serve more than one consecutive term.
The secretary will deliver the report to the membership, either by special mailing or by publication in the newsletter, not less than ten days before the next annual meeting.
At the next annual meeting, in addition to the nomination made by the board, nominations for position of any officers or directors may be made from the floor by submitting such nomination in writing signed by ten fellow members.
ARTICLE XIV: FILLING VACANCIES
Should a vacancy occur in any office of officers or directors, the board of directors shall appoint a fellow member to fill the vacancy until a successor is elected at the next regular election of officers and directors.
ARTICLE XV: AMENDMENTS
Amendments to the Constitution and Bylaws shall require a majority vote in the affirmative of the total votes cast by the fellow members.
ARTICLE XVI: DISSOLUTION
Upon the dissolution of the association, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the association, dispose of all of the assets of the association exclusively for the purposes of the association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the internal revenue code (or corresponding provision of any future United States internal revenue law), as the board of directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XVII: RATIFICATION
The State Association of Accountants, Auditors and Business Administrators of Michigan is declared to be officially organized and operative under the foregoing Constitution and Bylaws this third day of August A.D., 1953, by the signing of this document by the following (not less that twenty-five) persons who declare that they meet the requirements for fellow membership as provided in Article IV.
AMENDMENTS: TO DATE
Adopted: August 3, 1953
Amended: September 8, 1954
Amended: May 4, 1970
Amended: October 1, 1984
Amended: October 1, 1992
Amended: September 19, 1995
Amended: September 16, 1998
Amended: September 13, 2000