IOWA SOCIETY OF ENROLLED AGENTS
May 21, 2008
The name of this organization is the Iowa Society of Enrolled Agents, Inc.
1.2 PRINCIPAL OFFICE
The principal office of the Society is located at 1653 NW lOOth Place, Clive, Iowa 50325. The Board of Directors (Board) may change the location of the principal office.
The purposes of the Society include:
- to provide an organized professional development program for Enrolled Agents:
- To develop a statewide organization of members and local chapters as the basis of an effective state and national organization:
- To represent the interests of the Iowa Society members as part of the National Association of Enrolled Agents (NAEA);
- To represent the Enrolled Agent on the state level with all governmental agencies:
- To promote and protect the interest o.f Enrolled Agents; and
- To exercise all rights and powers conferred on nonprofit corporations under the laws of the state of
All policies and activities of the Society shall be consistent with:
- Applicable federal, state and local antitrust trade regulations or other legal requirements: and,
- Applicable tax exemptions
DEFINITIONS AND PARLIAMENTARY AUTHORITY
- LOCAL CHAPTERS
A local chapter is a group formed within a specific geographical area in the state of Iowa. They shall be governed by the bylaws of the State Society. Members of a local chapter must be members of the State Society and the NAEA.
2.2 CIRCULAR 230
“Circular 230” means the United States Treasury Department Circular 230, 31 Code of Federal Regulations Subtitle A, Part 10, as amended.
“Member” shall refer to both Members and Member Emeritus.
Notice of the time, place and purpose or purposes of the annual or special meetings shall be served either personally, by mail or other means of written communication, addressed to the member at one of the addresses of such member appearing on the Secretary’s records or given by the member to the Secretary for the purpose of notice; not less than seven (7) or more than forty (90) days before the meeting. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail, sent by e-mail, or posted at the Society’s web site.
2.5 PARLIAMENTARY AUTHORITY
Unless otherwise specified in these Bylaws, the rules contained in the current edition of Robert’s Rules of Order shall govern the Society in all cases to which they are not inconsistent with the law.
ARTICLE III MEMBERS
- QUALIFICATIONS AND RIGHTS OF MEMBERSHIP
The Society shall have two classes of Members: Members and Members Emeritus.
Individual must be a member in good standing of the National Association of Enrolled Agents to be a member of the Iowa Society of Enrolled Agents.
Membership in the Society is limited to those persons holding a current Enrollment Card issued by the United States Treasury Department, Internal Revenue Service, and those persons qualifying under Section 5.03 of these Bylaws.
3.3 MEMBER EMERITUS
A member Emeritus shall be a person who has been a member for the preceding five (5)
years, who is on “inactive retired status” under Circular 230. A member emeritus shall not be required to fulfill the requirements for continuing professional education (CPE). The Board my waive requirements of membership for the preceding five years.
3.4 MEMBERSHIP OBLIGATION TO FOLLOW IOWA ISEA/NAEA RULES
Each member of this Society agrees to be bound by these bylaws and any amendments thereto, and by the lawful actions of the Board of the voting members of the Society. In particular, without limitation, each member shall fulfill CPE requirements as promulgated by NAEA, shall annually report to NAEA to the fulfillment of those requirements , and shall abide by the NAEA Code of Ethics and Rules of Professional Conduct, and these Bylaws.
3.04 MEMBER LIABILITY
No member shall be personally or otherwise liable for any obligations of the Society.
ARTICLE IV MEMBERSHIP DUES AND ASSESSMENTS
- SETTING ANNUAL DUES
The Board of Directors shall set the amount of the annual dues for membership. The amount of the annual dues shall be notices to the membership no later than sixty (60) days after the Board has voted to change the annual dues. Changes in annual dues shall become effect the following July 1st. The Board of Directors may from time to time make exception to the annual dues amount for new members in connection with enrollment specials offered by the National Association of Enrolled Agents. Such specials shall be effect until the following July 1st for new members only.
4.2 PAYMENT OF DUES
Membership dues are due and payable July 1st of each year. New members shall received twelve (12) months membership from the time of joining and shall be billed at the expiration of the twelve months on a pro rata basis to the following June 30th. Once submitted, dues remain the property of the Society unless membership is rejected upon application.
ARTICLE V MEMBERSHIP STATUS
(CESSATION, SUSPENSION AND EXPULSION)
- CESSATION OF MEMBERSHIP
Cessation of membership shall occur for any event that renders a member ineligible for membership, or failure to satisfy or to continue to satisfy mem bership qualifications.
5.2 FAILURE TO PAY DUES OR MAKE CPE REPORTS
- Membership shall automatically be suspended for nonpayment of dues or assessments thirty (30) days after the due Membership shall automatically terminate when a member is delinquent in payment of dues seventy-five (75) days or more after the due date of that member’s dues or assessments.
- Membership shall automatically be suspended for non-reporting of the fulfillment of the CPE requirements thirty (30) days after the due date for Membership shall be automatically terminated when a member is delinquent with this requirement seventy-five days after the due date.
5.3 STATUS WITH INTERNAL REVENUE SERVICE
- Any member whose enrollment to practice before the Internal Revenue Service (Service) is temporarily suspended for any reason by the issuing authority, shall automatically be suspended from membership during the period of suspension to practice before the Any member whose enrollment to practice before the Service is permanently terminated by the issuing authority shall automatically be expelled from the Society.
- Notwithstanding any other provision of these Bylaws, any person whose enrollment to practice before the Internal Revenue Service is cancelled by virtue of the issuance of a state license to practice as a Certified Public Accountant or admission to practice before the Bar of any state or higher jurisdiction, if said reason is the sole reason for cancellation of
enrollment , shall be eligible for membership in the Society, provided said person meets all other criteria for membership.
- Notwithstanding any other provision of these Bylaws, any person who is not allowed to practice before the Internal Revenue Service by virtue of acceptance of a position in government service, if said reason is the sole reason for not being able to practice before the Service, shall be eligible for membership in the Society provided said person meets all other criteria for
- ANNUAL CONVENTION
The regular Annual Meeting of the members (convention) shall be held at a place and time selected by the Board of Directors .
6.2 CALL TO CONVENTION
The President shall issue a “Call to Convention” at least thirty (30) days prior to the set date. Such notice shall be in writing and shall include:
- An agend a for the business meeting of the
- The report of the Nominating Committee, including a list of the
- The text of any proposed Bylaws changes with the analysis of the Bylaws Committee, including any minority
6.3 ELECTION OF OFFICERS AND DIRECTORS
Officers and Directors of the Society shall be elected during the Annual Meeting (Convention).
A quorum at the Convention shall be a majority of the Members registered .
Each Society member is entitled to one (1) vote on each matter to be decided at the Annual Meeting of the Society. Cumulative and proxy voting shall be prohibited. All matters to come before the Annual Meeting of the Society shall be decided by a majority of those voting.
- The Membership, by a Majority vote at the Iowa Society of Enrolled Agents Annual Meeting, shall have the power and authority to amend, alter or repeal these Bylaws or any provision thereof, and may from time to time make additional
- Amendments to the Bylaws must be submitted in writing to the Bylaws Chairman forty five (45) days prior to the date of the Annual Amendments submitted, along with the Committee’s recommendations, shall be included in the “Call to Convention” to the Members.
ARTICLE VII DIRECTORS
- THE BOARD OF DIRECTORS
The Board of Directors of the Society shall consist of nine (9) Directors, which shall include the immediate Past President, and the Officers of the Society.
7.2 QUALIFICATI ONS AND TERMS OF OFFICE
Only members shall be eligible to serve on the Board of Directors. Effective in 2008 three (3) Officers shall be elected annually for one (1) year term, which will include Vice President, Secretary and Treasurer, with the right to serve consecutively. In addition two (2) Directors shall be elected for terms of two (2) years and two Directors shall be elected for terms of one
- with the right to serve consecutively. In 2009 two (2) directors will be elected for two (2) year terms with the right to serve consecutive terms. Thereafter, two (2) directors
shall be elected each year for two (2) year terms. The Vice President shall be elected annually and shall succeed to President following the next annual election.
7.3 DUTIES AND RESPONSIBLILTI ES
Any board member who fails to attend at least two-third (2/3) of the duly announced Board meetings in one year, Annual Meeting to Annual Meeting, shall not be eligible for reelection to the Board in any capacity. The Board of directors may, by a two-thirds (2/3) vote of those present, excuse such member from this requirement for one year at a time, upon the member’s written request.
If a seat on the Board of Directors becomes vacant for any reason, including the office of the Vice President, the Board of Directors may elect a member to fill the vacancy until the next Annual Meeting. In the event the vacancy is due to the Vice President succeeding to the Presidency during his or her term as Vice President, their term as President shall continue through their succeeding term as President.
7.05 QUORUM OF T HE BOARD
A quorum of the Board shall consist of five (5) board members. Officers and directors will be considered present at a scheduled meeting if they maintain a phone, video conference, e-mail, or internet connection to the meeting and can read, see, or hear, and can respond to all of the proceedings.
ARTICLE VIII BOARD MEETINGS
- CALL OF MEETINGS
A meeting of the Board of Directors may be called by the President, or by written request of four (4) members of the Board.
8.2 TIME AND PLACE OF MEETINGS
The time and place of meeting of the Board of Directors shall be specified in the written notice.
8.3 NOTICE OF MEETINGS
Written notice of meetings shall contain an agenda and be mailed to the members of the Board at least seven (7) days prior thereto by the Secretary or designee. Such agenda may be
altered and revised as necessary by approval at the Board meeting by a vote of the majority of the Board members present at the meeting.
8.4 OPEN MEETINGS
All meetings of the Board of Directors shall be open to the member, except when an ethics or professional conduct issue or personal issue is before the Board. Members attending open Board Meetings have the privilege of voice.
A quorum for a meeting of the Board of Directors shall be a majority of the Directors.
ARTICLE IX OFFICERS
- OF FICERS OF THE SOCIETY
The Officers of the Society shall be the President, the Vice President, the Secretary and the Treasurer. Officers must be members of the Society.
The President shall be the Chief Executive Officers of the Society and shall exercise general supervision over the affairs of the Society. The President shall preside at all members and Board meetings. The President shall have such other powers and perform such other duties as the Board or the Bylaws prescribe.
9.3 VICE PRESIDE NT
The Vice President shall, in absence or disability of the President, perform the duties of the President. The Vice President shall become President one year after his or her election or, in the event the current President cannot or will not serve out his or her term as President, the Vice President shall complete the current President’s term followed by his or her succeeding term.
The Secretary shall be responsible for recording the minutes of the Annual Meeting and all meetings of the Board of Directors. The Secretary shall have such other powers and perform such other duties as the Board or Bylaws prescribe.
The Treasurer shall be the Chief Financial Officer of the Society. The Treasurer shall be responsible for the preparation of the tax return of the Society . The Treasurer shall maintain complete records of all of the financial affairs and transactions of the Society, and shall render periodic reports to the Board of Directors and at the Annual Meeting. The Treasurer shall have such other powers and perform such other duties as the Board or Bylaws prescribe.
ARTICLE X COMMITTEES
- COMMITTEE MEMBERS
All Committee Chairmen and Members shall be members of the Society. The President shall be ex-officio member of all committees, except the Ethics and Professional Conduct Committee.
10.2 NOMINATING COMMITTEE
A nominating committee shall be chosen from members of the Board of Directors each year. The nominating committee shall submit a list of nominees to the membership. Further nominations may be made from the floor at the Annual Convention prior to the vote on Directors.
10.3 STANDING COMMITTEES
The standing committees of the Society shall be:
- Budget & Finance
- Government Relations
(f) Long Range Planning
10.4 TASK FORCE COMMITTEES
The President may appoint such task force committees as deemed appropriate and shall report the formation of any such committees at the next Board of Directors meeting.
10.5 REPORTS AND RECOMMEND ATIONS
Reports and recommendations of committees shall be submitted in writing to the Board of Directors. Each committee (chairman) shall make a written report to the members of the Annual Meeting.
- AUTHORITY TO CHARTER LOCAL CHAPTERS
The authority to charter local chapters resides with the Board of Directors. The Board will review and approve requests to form local chapters as well as affect their dissolution, where appropriate. The Board of Directors shall, as appropriate, provide broad guidance for their conduct.
Local Chapters shall be governed by the Bylaws of the Society.
11.3 MEMBERSHIP REQUIREMENTS
- Members of a local chapter must be members of the Society and
- Associates of a local chapter must be Associates of the
11.4 GOVERN! NG BODY
Local chapter shall elect their own governing officers and directors as necessary in order to conduct their chapter activities.
Local chapters may establish and collect chapter dues. The local chapters shall provide to the Board, at least annually, a treasurers report and list of officers. In addition they shall provide a copy of any meeting minutes to the Secretary of the ISEA. The President and Vice President shall be ex officio members of the local chapters.
ARTICLE XII ASSOCIATES
- PROVISIONAL ASSOCIATES
- The Society shall recognize a “Provisional Associate” status for those persons who have successfully completed the enrollment examination or who have completed the required IRS employment and who have applied for their enrollment Provisional Associate shall enjoy all the benefits of membership, except they shall not vote on any issue before the members, and shall not hold elective or appointed office. Provisional Associate status shall
be granted for a period not to exceed twelve (12) months. The Board of Directors may extend the term of Provisional Associate status recognition.
- Each Professional Associate of the Society agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board or the voting member of the In particular, without limitation, each Provisional Associate shall fulfill CPE requirements as promulgated by NAEA, shall annually report to NAEA the fulfillment of the CPE requirements, and shall abide by the NAEA Code of Ethics and Rule of Professional Conduct.
- Persons not otherwise eligible for membership may be an Associate The qualifications for an Associate member are that they be in a professional tax-related field.
They must meet the same CPE requirements as Members. Associates shall enjoy all the
benefits of membership , except they shall not vote on any issue before members, and shall not hold elective or appointed office. Associates who are not attorneys or CPAs must sit for the Enrolled Agent’s Examination within three (3) years.
- Each Associate of the Society agrees to be bound by these Bylaws and any amendments thereto , and by the lawful actions of the Board or the Voting Members of the
12.3 CPE REQUIREMENTS & DEFINITION
Each Associate shall complete qualifying CPE in accordance with the requirements of Circular 230.
12.4 ASSOCIATE LIABILITY
No Associate shall be personally or otherwise liable for any obligations of the Society.
ARTICLE XIII FISCAL YEAR
13.01 FISCAL YEAR
The fiscal year of the Society shall be January 1 through December 31 .
ARTICLE XIV DISSOLUTION
14.01 DI SSOLUTION
The dissolution (or winding up) of the Society shall follow the provisions of the Iowa Corporation Code. Upon dissolution, assets of the Society remaining after payment of all debts and liabilities of the Society, and after compliance with the Internal Revenue Code for distribution of any assets held in charitable trust, shall be distributed to the National Association of Enrolled Agents (NAEA), if in existence. Otherwise, such assets shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations exempt from taxation under Section 501 of the Internal Revenue Code as determined by the Board of Directors.
ARTICLE XV AMENDMENTS
The power to amend, alter, or repeal these Bylaws or adopt new bylaws are vested in the Board of Directors. Such action shall be taken at a regular Special Meeting for which written notice for the purpose shall be given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with Iowa Law or the Articles of Incorporation.
ARTICLE XVI NATIONAL ASSOCIATION
16.01 NATIONAL ASSOCIATION
The Society Bylaws and changes thereto shall not be in conflict with the Bylaw of the National Association of Enrolled Agents. In case such a conflict shall arise the Association Bylaws shall prevail, unless the conflict is the