SOUTH CAROLINA SOCIETY OF ENROLLED AGENTS
BYLAWS
ARTICLE I
NAME, PRINCIPAL OFFICE, PURPOSE AND RESTRICTIONS
1.01 – NAME. The name of the organization is the South Carolina Society of Enrolled Agents, Inc.
1.02 – PRINCIPAL OFFICE
The principal office of the Society is that of the current President. The Board of Directors (Board) may change the location of the principal office from time to time without reference to a membership vote.
1.03 – PURPOSE
The purposes of the Society include, but is not limited to:
a) To provide an organized professional development program for Enrolled
Agents;
b) To develop a statewide organization of members and local chapters as the basis of an effective state and national organization;
c) To represent the interests of the South Carolina Society and the National Association of Enrolled Agents (NAEA);
d) To represent the Enrolled Agent on the state an level with all government agencies;
e) To promote and protect the interests of Enrolled Agents, and to preserve, promote and protect the designation “Enrolled Agent” through every means possible;
f) To exercise all rights and powers conferred on nonprofit corporations under the laws of the State of South Carolina.
1.04 – RESTRICTIONS
All policies and activities of the Society shall be consistent with:
a) Applicable federal, state and local antitrust trade regulations or other legal requirements; and;
b) Applicable tax exemption requirements; and
c) Society Bylaws and changes thereto shall not be in conflict with the Association Bylaws. In case such a conflict shall arise, the Association Bylaws shall/will prevail, unless the conflict is the result of the laws of the State of South Carolina.
Article II
DEFINITIONS AND PARLIAMENTARY AUTHORITY
2.01 – LOCAL CHAPTERS
A local chapter is a group formed within a specific geographical area in the State of South Carolina. 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.
2.02 – CIRCULAR 230
“Circular 230” means the United States Treasury Department Circular 230, TITLE 31 Code of Federal Regulations Subtitle A, Part 10, as amended.
2.03 – MEMBER
“Member” shall refer to both Member and Member Emeritus.
2.04 – ASSOCIATES
a. The term “Associate(s)” will include any individual who is not an enrolled agent and who is engaged in some aspect of the practice of tax.
b. The term “academic associate” will refer to students and instructors who provide proof of enrollment or instruction in colleges or professional schools in tax, accounting, or finance.
2.05 – NOTICE
The “time” of notice referred to in these bylaws is defined as follows for:
1. U.S. mail, the date stamped by the USPS;
2. Hand-delivery, the time of notice as shown on the record of an IRS-approved carrier;
3. Electronic notice, the time stamped on the originating e-mail.
2.06 – MEETING
The term “meeting” will be defined as a gathering of Members and Associates for the purposes of conducting Society business.
2.07 – REGULARLY SCHEDULED BOARD MEETING
The term “regularly scheduled Board meeting” will be defined as a gathering of the Board of Directors, which usually occurs three times per year, and is noticed in advance as described in Section 8.03.
2.08 – PARLIAMENTARY AUTHORITY
The Society will use a recognized parliamentary authority as specified in the National Association’s Policy & Procedure Manual.
2.09 – GOVERNANCE YEAR
The governance year commences with the Officers and Directors installation ceremony and will run until the next installation ceremony.
Article III
MEMBERS
3.01 – QUALIFICATIONS AND RIGHTS OF MEMBERSHIP
The Chapter shall have two classes of Members: Member and Member Emeritus. An individual must be a member in good standing of the National Association of Enrolled Agents to be a member of the South Carolina Society of Enrolled Agents.
3.02 – MEMBER
Membership in the Society is limited to those persons holding a current Enrollment Card issued by the United States Treasury Department, Internal Revenue Service as enrolled agents in good standing.
3.03 – MEMBER EMERITUS
A Member Emeritus is a person who has been a member in good standing of the National Association of Enrolled Agents for the preceding five (5) years, who is on “inactive retired status” under Circular 230. A member emeritus is not required to fulfill the requirements for continuing professional education (CPE). The Board may waive requirements of membership for the preceding five years.
3.04 – MEMBERSHIP OBLIGATION TO FOLLOW SCSEA/NAEA RULES
Each member of this Society agrees to be bound by these By-Laws and any amendments thereto, and by the lawful actions of the Board or 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 the fulfillment of those requirements, and shall abide by the NAEA Code of Ethics and Rules of Professional Conduct, and these By-Laws.
3.05- MEMBER LIABILITY
No member, associate member or member emeritus shall be personally or otherwise liable for any obligations of the Society.
3.06– CPE REQUIREMENTS
Each Member will comply with NAEA CPE requirements as per the by-laws.
Article IV
4.01 – SETTING ANNUAL DUES
The Board of Directors shall set the amount of the annual dues, if any, for all classes of membership. The amount of the annual dues, if any, shall be noticed to the membership no later than sixty (60) days after the Board has voted to set or change the annual dues or ninety (90) days prior to the close of the fiscal year, whichever occurs first.
4.02 – PAYMENT OF DUES
Membership dues are due and payable according to when NAEA dues are payable. Once submitted, dues remain the property of the Society unless membership is rejected upon application.
ARTICLE V
MEMBERSHIP STATUS
5.01 – TERMINATION/SUSPENSION OF MEMBERSHIP
A membership will be:
1. Terminated upon written notice of resignation to the Society
2. Suspended for nonpayment of membership dues or assessments thirty (30) days beyond the due date.
3. Terminated for nonpayment of dues or assessments, or non-submission of required CPE hours, seventy-five (75) days beyond the due date.
4. In the event of hardship or extenuating circumstances, the Board, on written request, may waive the payment of delinquent dues and/or CPE required hours.
5.02 – REINSTATEMENT
Any Member terminated within the previous six (6) months for nonpayment of dues or non-reporting of required CPE hours, and whose record shows no complaint or charges pending for Ethics or Professional Conduct violations, may be eligible for reinstatement.
5.03 – STATUS WITH INTERNAL REVENUE SERVICE
Any member whose enrollment to practice before the Internal Revenue Service (IRS) is temporarily suspended for any reason by the issuing authority will be automatically suspended from membership during the period of suspension to practice before the IRS. Any member whose enrollment to practice before the IRS is permanently terminated by the issuing authority will be automatically permanently terminated from the Society.
ARTICLE VI
MEMBERSHIP MEETINGS
6.01 – ANNUAL MEETING
The regular Annual Meeting of the Members shall be held at a place and time selected by the Board of Directors.
6.02 – NOTICE OF ANNUAL MEETING
The Secretary/Treasurer, or designee, will issue a notice by mail and/or electronic means of the Annual Meeting at least forty-five (45) days prior to the date set. Such notice will be in writing and will include:
1. The place, date and time of meeting;
2. The text of any proposed matters and/or resolutions for consideration by the membership.
6.03 – QUORUM
A quorum at the Annual Meeting shall be a majority of the Members present and whose membership status has been verified at the Annual Meeting.
6.04 – VOTING
Each member is entitled to one (1) vote on each matter to be decided at the Annual Meeting. Cumulative and proxy voting will be prohibited.
6.05 – AMENDMENTS
(a) The membership, by a majority vote, 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 bylaws.
(b) Amendments to the By-Laws must be submitted in writing to the Board of Directors. The proposed change(s) will be added to the agenda of the next board meeting for discussion and vote. If accepted, the change will be voted on by all members. If the Board of Directors rejects or modifies the proposed change(s), they will discuss their justification with the member who submitted the proposed change. If he member does not agree with the Board’s recommendation he/she may request the proposed change be submitted to the full membership for vote with the Board’s negative comments.
ARTICLE VII
DIRECTORS
7.01 – BOARD OF DIRECTORS
(a) The Board of Directors of the chapter shall consist of the Immediate Past President, the Officers of the Society and one (1) Director for each twenty-five (25) members or major fraction thereof at July 1st, except that the number of the Board shall not exceed twelve (12).
7.02 – ELECTION, QUALIFICATIONS AND TERMS OF OFFICE
(a) Only members shall be eligible to serve on the Board of Directors.
(b) Officers shall be elected for two (2) years. The President and Vice President shall be elected on odd numbered years; the Secretary and Treasurer shall be elected on even numbered years. The President shall not be elected to serve more than two (2) consecutive terms. The Directors shall be elected for three (3) year terms, with the right to serve consecutively. The term of office will commence with the annual installation ceremony.
7.03 – DUTIES AND RESPONSIBILITIES
The Board of Directors shall be the governing body of the Society and shall have the authority and responsibility for the supervision, control and direction of the Society.
7.04 – REMOVAL OF DIRECTORS
Any Board member who fails to attend at least two-thirds (2/3) of the duly announced Board meetings in one year, Annual Meeting to Annual Meeting, shall not be eligible for re-election to the Board in any capacity. The Board of Directors may, by 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.
7.05 – VACANCIES
If a seat on the Board of Directors becomes vacant for any reason, the Board of Directors may elect a member to fill the vacancy until the next Annual Meeting.
ARTICLE VIII
BOARD MEETINGS
8.01 – CALL OF MEETINGS
A meeting of the Board of Directors may be called by the President or upon written request of a majority of the Board.
8.02 – TIME AND PLACE OF MEETINGS
The time and place of all meetings of the Board of Directors shall be fixed and determined by the President with the approval of the Board.
8.03 – NOTICE OF MEETINGS
Written notice of meetings shall contain an agenda and be distributed prior thereto by the Secretary or designee.
8.04 – OPEN MEETINGS
All regularly scheduled Board meetings will be open to Members. Members attending these meetings will be heard. The Board of Directors will meet in a closed executive session when discussing personnel, legal, ethical or similar confidential issues.
8.05 – QUORUM
A quorum for a meeting of the Board of Directors shall be a majority of the Board.
Article IX
OFFICERS
9.01 – CHAPTER OFFICERS
The Officers of the Society shall be the President, Vice President, Secretary, and Treasurer. Officers must be members of the Society.
9.02 – PRESIDENT
The President shall be the Chief Executive Officer of the Society and shall exercise general supervision over the affairs of the Society. The President shall preside at all Board meetings and at the Annual Meeting. The President shall have such other powers and perform such other duties as the Board of the Bylaws prescribe.
9.03 – VICE PRESIDENT
The Vice President shall, in the absence or disability of the President, perform the duties of the President. In the event of the President’s death, resignation or removal, the Vice President will assume the duties of the President until the next annual meeting following the death, resignation or removal of the President.
9.04 – SECRETARY
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.
9.05 – TREASURER
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
10.01 – COMMITTEE MEMBERS
All Committee Chairperson and members shall be members of the Society. The President of the Chapter shall be an ex-officio member of all committees, except the Nominating and the Ethics and Professional Conduct committees.
10.02 – NOMINATING COMMITTEE
The Immediate Past President shall be the Chairperson of the Nominating Committee. Prior to the close of the first Board of Directors meeting of the current term of office, the Board shall elect not less than two (2) or more than four (4) additional members. This committee shall report to the Board no later than thirty (30) days prior to the Annual Meeting.
10.03 – COMMITTEES
The standing committees of the Chapter shall be:
(a) Audit
(b) Budget & Finance
(c) By-laws
(d) Education
(e) Government Relations
(f) Long Range Planning
(g) Membership
(h) Ethics and Professional Conduct
10.04 – 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.
10.05 – REPORTS AND RECOMMENDATIONS
Reports and recommendations of committees shall be submitted in writing to the Board of Directors. Each committee shall make a report to the members at the Annual Meeting.
ARTICLE XI
ASSOCIATES
11.01 – PROVISIONAL ASSOCIATES
(a) 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 card. Provisional Associates shall enjoy all benefits of membership, except they shall not vote on any issue before Members, and shall not hold elective or appointed office. Provisional Associates status shall be granted for a period not to exceed twelve (12) months. The Board of Directors may extend the term of Provisional Associate recognition.
(b) Each Provisional 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 Society. In particular, without limitations, 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 Rules of Professional Conduct.
11.02 – ASSOCIATES
(a) Persons not otherwise eligible for membership may be an Associate. The qualifications for an Associate are that they be in a professional tax-related field. They must meet the same CPE requirements as Members, and shall not hold elective or appointed office.
(b) 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 Society. In particular, without limitations, each 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 Rules of Professional Conduct.
11.03– ASSOCIATE LIABILITY
No Associate shall be personally or otherwise liable for any obligations of the society
11.04– ASSOCIATE DUES
(a) The Board of Directors shall set the amount of the annual dues for Associates. The amount of the annual dues shall be noticed to the Associates no later than (60) days after the Board has voted to change the annual dues or (90) days prior to the close of the fiscal year, whichever occurs first.
12.02 of 2003 Bylaws deleted.
12.03 of 2003 Bylaws deleted.
12.04 of 2003 Bylaws deleted.
12.05 (a) of 2003 Bylaws deleted.
ARTICLE XII
FISCAL YEAR
12.01 – FISCAL YEAR
The fiscal year of the Society shall be July 1st through June 30th.
ARTICLE XIII
DISSOLUTION
13.01 – DISSOLUTION
The dissolution (or winding up) of the Society shall follow the provisions of the South Carolina 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 among the members in accordance with their respective rights therein.
