Policies and Procedures

The Board of Directors of the Society shall determine the dues to be paid for affiliate status, and the rights and privileges of affiliates, except that under no circumstances shall affiliates be entitled to vote or hold office in the Society. Affiliate members are prohibited by state law and TSCPA policy from implying or representing themselves as CPAs.

Categories:

International

The International Affiliate is defined as an accounting professional holding a valid and unrevoked certificate/license issued by a credentialing entity recognized by the Texas Society of CPAs. International Affiliate Members residing in Texas or within 100 miles (162 kilometers) of the Texas border will be members of a chapter. Affiliate members are prohibited by state law and TSCPA policy from implying or representing themselves as CPAs.

The Executive Board will have the authority to recognize the credentialing entities. Member bodies of the International Federation of Accountants are the recognized credentialing entities.

Academic

The Academic Affiliate is defined as a non-CPA high school or college/university educator who teaches business-related classes. Academic Affiliate members residing within the state of Texas shall be members of a local chapter. Affiliate members are prohibited by state law and TSCPA policy from implying or representing themselves as CPAs.

Non-CPA Employee

The non-CPA Employee Affiliate is defined as non-CPA employees who work for/are supervised by a current TSCPA Fellow member on a substantially full-time basis and are sponsored by that member. The affiliate membership would terminate if the person leaves employment and is no longer sponsored by a Fellow Member. Affiliate members are prohibited by state law and TSCPA policy from implying or representing themselves as CPAs.

Non-CPA CGMA Affiliate

The non-CPA CGMA Affiliate is defined as a non-CPA who holds the CGMA (Chartered Global Management Accountant) designation issued by the AICPA in good standing. The affiliate membership would terminate if the individual no longer holds the CGMA designation. Affiliate members are prohibited by state law and TSCPA policy from implying or representing themselves as CPAs.

Student

The Student Affiliate dues class includes two categories:

Students: Includes part-time and full-time undergraduate and graduate students from two-and four-year colleges or universities majoring in accounting, finance, or other business-related majors. Upon graduation, a student becomes a candidate.

Candidates: Includes college graduates pursuing CPA certification and those who have passed the Uniform CPA Examination but have not met the experience requirement for certification. A candidate member may continue in this status for five years after graduation or up to five years after they pass the CPA exam.

Student affiliate membership dues, if any, shall be prescribed by the Executive Board.

Other Requirements:

Academic, International Affiliate and non-CPA employee affiliate members must make the following assertions upon application for membership:

I hereby certify that the information provided is correct to the best of my knowledge and belief, that I have never been convicted by any court or other body of a felony or a misdemeanor under the laws of the state or the United States or in any jurisdiction, and that I have never been suspended or expelled from any professional organization. If you have been so convicted, suspended or expelled, please attach statement giving details.

I will abide by the Bylaws and the Code of Professional Ethics of the Texas Society of Certified Public Accountants upon acceptance. (EB:06/30/06) (EB: 8/25/06)(BOD: 1/27/09)

Annual Meeting guidelines are as follows:

The chairman, chairman-elect and executive director/CEO share input regarding those portions of the meeting over which the chairman and chairman-elect will preside. The chairman shall be responsible for setting the agendas for the business meetings. The executive director/CEO will: establish the overall meetings schedule; confirm speakers; and approve all functions relating to continuing professional education and entertainment of all participants.

TSCPA's staff executes the meeting on-site and ensures that all events are arranged, contracted, confirmed, negotiated, priced, housed, transported, promoted, served and paid in accordance with TSCPA's policy, procedures, tradition and quality. (EB: 11/7/03)

Members and staff are required to be aware of potential violations of antitrust laws. Laws designed to prevent unfair competitive practices, such as price-fixing, include the Sherman Act, the Clayton Act, the Federal Trade Commission Act, and the Robinson-Patman Act, as well as other state and federal statutes. The consequences for violating antitrust laws can be severe. Punishment for a conviction can include large fines to TSCPA, its members and staff. Volunteer leaders, staff and participating members may also face jail sentences for participating in antitrust activities. In addition, civil actions may be brought by private parties.

Members and staff are specifically prohibited from engaging in the following:

• Participating in or promoting any activities or discussions to raise, lower, or stabilize prices or fees charged to customers or clients;
• Participating in or promoting discussions to regulate production or the availability of services;
• Participating in or promoting allocation of exclusive markets, customers or clients, or agreeing to divide territories;
• Encouraging boycotts of competitors, suppliers, customers or clients; or
• Assisting in monopolization of services.

In order to ensure that antitrust laws are observed by TSCPA members at meetings, the following procedures shall be observed:

• Fees, prices, or billing rates shall not be discussed at any formal or informal meeting of the TSCPA without TSCPA legal counsel present.
• Features that can impact prices and fees, such as salaries, costs, and profit margins shall not be discussed at any TSCPA meeting without TSCPA legal counsel present.
• Discussions about customers and clients should not take place among competitors.
• Statements about future plans regarding pricing, expansion, or any action with competitive overtones are prohibited at any TSCPA meeting without TSCPA legal counsel present. Members are advised not to participate in discussions if other members have such discussions. • All TSCPA meetings shall be attended by a TSCPA staff member.
• If a discussion is at-risk for antitrust violations, the attending TSCPA staff shall request that the discussion should stop immediately. The request for the discussion to end shall be documented in the meeting minutes. If members continue the discussion, TSCPA staff present should end the meeting and excuse themselves from the meeting room. The minutes should reflect the staff’s actions and show that they left the meeting.
• TSCPA senior management or legal counsel should be alerted if any improper discussions or activities occur.
• All TSCPA meetings should have agendas that are distributed in advance of a meeting or conference call.
• All TSCPA meetings should have minutes prepared by staff which reflect the actions taken and decisions made during the meeting. Minutes should be distributed to the meeting participants.
• If a member has a question about the legal aspects of TSCPA’s activities, he or she should seek advice from TSCPA staff or legal counsel.

In order to ensure that antitrust laws are observed by TSCPA staff, the following procedures shall be observed:

• In determining products and services to provide members, TSCPA staff members are prohibited from colluding with other groups to set prices, determine territories, boycott vendors, or any other activity that could be noncompetitive and/or a violation of antitrust laws. ‘Other groups’ may include other nonprofit organizations, state CPA societies, TSCPA chapters, and any other organization. (ED/CEO:8/7/12)

The selection of a firm to be the independent auditor of the TSCPA and its affiliates does not preclude the partners or the employees of such firm from serving on Boards of Directors, CPE Advisory Board, Boards of Trustees, or committees, except as follows:

• No partner of such firm, nor any employee assigned to an engagement for the TSCPA and/or for its affiliates, shall serve, or shall have served, the Finance, Audit or Investments committees or the Executive Board of the TSCPA and/or its related entities during the period(s) covered by the audit report or during the period(s) of the engagement; and
• A partner of such firm, or an employee assigned to an engagement for the TSCPA and/or its related entities, shall prospectively inform the TSCPA chairman or the chair of the committee on which he/she serves of his/her auditor relationship and shall refrain from voting, or influencing the vote, on any matter directly affecting the finances of the Texas Society or its affiliates (not including chapters). (EB:8/09/02)

The TSCPA shall recognize, by appropriate awards, CPAs and others who contribute in a significant manner to the accounting profession and/or the community.

The Awards Committee is responsible for selecting qualified recipients of the following awards: Meritorious Service to the Accounting Profession in Texas; Distinguished Public Service; Outstanding Chairman; Young CPA of the Year; and CPA 50-year Continuous Fellows. The Awards Committee recommends to the members nominees for Honorary Fellow and Honorary Member recognition.

In addition, the Awards Committee shall:

• Select the TSCPA nominee for the American Institute of CPAs' (AICPA) Distinguished Public Service Award; and
• Coordinate the selection of TSCPA nominees for other AICPA awards.

Other TSCPA groups responsible for the selection of specific award recipients are as follows:

• Accounting Education Foundation shall select the Kenneth W. Hurst Award;
• Chapter Coordinating Committee shall select recipients of the Outstanding Small Chapter, Outstanding Medium Chapter, and Outstanding Large Chapter;
• CPA-PAC shall select the recipients of the chapter awards among small, medium and large chapters, respectively, for both the Chapters with the Greatest Percentage of Members Contributing and the Chapters with the Highest Average Contribution per Contributor;
• Relations with Educational Institutions shall select the recipient(s) of the Outstanding Educator Award(s); and CPE Advisory Board shall select the recipient of the CPE Conference Committee Award. (EB:8/09/02) and
• Business & Industry Issues Committee shall select the recipient of the "Business & Industry Award." (EB: 1/28/16)

The executive director/CEO will forward any additional award requests to the appropriate groups.

In addition, the following groups shall select TSCPA nominees for AICPA awards, including:

• Relations with Educational Institutions Committee – AICPA Outstanding Educator; and
• Business and Industry Committee – AICPA Business and Industry Hall of Fame and AICPA Outstanding CPA in Government.

Procedures for soliciting nominations and selecting recipients as well as criteria for specific awards are provided by the TSCPA group responsible.

Special Recognition Award: The Special Recognition Award is presented by the TSCPA chairman to honor TSCPA members who have performed an extraordinary service to the Society in a given year. It is presented when another TSCPA award does not provide recognition.

TSCPA's chairman is responsible for selecting recipients of the Special Recognition Award(s) and may ask for recommendations from various Society groups or individual members.

A member of the Awards Committee or current officer of TSCPA shall not be eligible for award consideration by the committee.

Multiple recipients may be designated for the same award only if all possess demonstrably equal qualifications and the criteria does not limit presentation to only one individual. An award should be made only if a qualified person has been identified to receive it; therefore, an award need not be bestowed each year.

Nominations for awards shall be solicited from the Board of Directors, committee chairs, chapter presidents and members-at-large through announcements in TSCPA's web site, official all-member publications, other appropriate Society publications and chapter newsletters.

Criteria for selection for specific awards are as follows:

Meritorious Service to the Accounting Profession in Texas: Regarded as the highest honor bestowed by TSCPA. The service recognized shall be to the Society or a chapter thereof through direct participation in its affairs or otherwise, if circumstances justify. Service at the national level should only be considered as it relates to the member's contribution to Texas.

Some of the criteria to be considered in selecting a candidate for this award might include:

• CPA certificate;
• Member of TSCPA in good standing;
• Shall have spent most of his/her career engaged in professional activities which emphasize the use of CPA competencies;
• Shall have been an outstanding and recognized leader in the Texas Society of CPAs as well as the local chapter of the TSCPA, probably having served as a committee chair, officer and Board of Directors member;
• Shall have demonstrated the above types of outstanding leadership on a consistent basis for a number of years before, and possibly after, his/her retirement from his/her working career; and
• Shall have been a spokesperson for the profession (last five years) through speeches or articles.

Distinguished Public Service: Initiated to: (a) recognize TSCPA members who contribute responsibly as citizens of their respective communities, and (b) encourage certified public accountants to actively participate in, and make substantial service contributions to, a broad scope of charitable and civic activities and to become leaders in their communities. The award is based on outstanding charitable, community and/or civic activities and other public service unrelated to regular duties performed as a member.

Each nominee should possess obvious credentials of specific accomplishments in the community, civic and charitable efforts. Only public service activities are recognized; professional service related to accounting organizations or the profession is not considered in determining the award winner.

Some of the criteria to be considered in selecting a candidate for this award include:

• CPA certificate;
• Member of the Texas Society of CPAs in good standing;
• Participation in community, charitable and other civic activities on the local, state or national level, especially in a leadership capacity and on an ongoing basis;
• Responsibility for a public service project that had a significant positive effect on the community;
• Encouragement of participation in and/or implementation of public service projects through written articles or other published materials; and
• Service in an outstanding manner as an appointed or elected government official at the local, state or national level.

Honorary Fellow: Given to an individual who has distinguished himself/herself within the Texas Society of CPAs. Some of the criteria to be considered in selecting this award recipient include:

• A CPA and a member of the Texas Society of CPAs; in good standing
• Shall have spent most of his/her career actively engaged in professional activities which emphasized the use of CPA competencies;
• Shall have been an outstanding and recognized leader in his/her professional career;
• Shall have been an outstanding and recognized leader in TSCPA as well as a local chapter of the Society, probably having served as a committee chair, officer and member of the Board of Directors;
• May also have been active in committees and/or offices of the AICPA;
• Shall have been an outstanding and recognized leader in his/her community and its civic as well as social enterprises; and
• Shall have demonstrated the above types of outstanding leadership on a consistent basis for a number of years before, and possibly after, his/her retirement from his/her working career.

Outstanding Chairman: Presented in recognition of outstanding performance by a committee chair during the current year. Overall committee activity and impact should be considered in bestowing this award. Activity in a preceding year that has a significant impact on the current year's activity can be considered in making the selection of Outstanding Chairman if the chair is serving a second year as chair.

Young CPA of the Year: Bestowed on a CPA who is a member of TSCPA. The individual, age 39 years or under as of the end of the current fiscal year, has made significant contributions to the accounting profession and the community and is a member of at least one other professional organization.

Some of the criteria to be considered in selecting a candidate for this award include:

• Professional achievement suggested:

—	If in public practice, became a supervisor, manager or partner;
—	If not in public practice, management level in industry or government, active faculty member, administrative management position or started a successful business;
—	Written an article which has been published and is significant to the profession or the public; and
—	Significant speaking engagements.

• Significant accomplishments within TSCPA or a local chapter:

—	Committee chair or officer;
—	Outstanding committee member; and
—	Chair or outstanding participant of a major TSCPA or local chapter function or seminar.

• Community contributions and significant achievements:

—	Religious organization;
—	Chamber of Commerce;
—	Civic clubs; and
—	Charitable organizations.

• Membership in at least one other professional organization, such as:

—	AICPA;
—	Institute of Management Accountants; and
—	American Accounting Association.

• Demonstration of dedication to the profession through participation in professional activities. (EB:1/17/05)

CPA 50-year Continuous Fellows: Bestowed on an individual who has distinguished himself/herself as a member of TSCPA for 50 years.

Honorary Member: Presented to a person who is not eligible for regular TSCPA membership. While it might be appropriate to recognize an individual for a single act, honorary membership should be, in most instances, reserved for those who have benefited accountancy for a significant period.

Some criteria that may be considered include:

• Distinguished at least within the profession on a statewide basis in accountancy and need not be a resident of the state of Texas;
• Significant, honorable, and widely recognized work in executive or administrative activity of the AICPA, the state societies or chapters thereof affecting the practice of accountancy. Employees of TSCPA or its chapters may be considered for this award only as they approach retirement status or if they have had a history of service of more than thirty years to TSCPA and/or its chapters;
• Activities by individuals that directly benefit the profession in continuing professional education in a substantive way, elevating the competence and image of the profession;
• Activities by members of other professions, legislators or governmental employees (elected or appointed) that enhance the practice of accountancy and benefit the public by their actions; and
• Service by individuals of an exceptional nature or value to the Accounting Education Foundation, TSCPA, the Texas State Board of Public Accountancy (TSBPA), or the PAC committees of the TSCPA or its chapters. (EB: 4/25/08)

Recognition of All Award Recipients: All award recipients will be acknowledged by a brief account of accomplishments that resulted in receiving the award. Awards and their recipients will be publicized in articles in appropriate TSCPA publications and the Society's Web site. TSCPA will provide chapters with articles concerning the award recipients for inclusion in chapter newsletters. When an award and related activity is considered newsworthy, new releases will be issued to the media.

Budget: The respective groups who select award recipients will be responsible for all expenses associated with the awards and/or recognition provided. (EB: 10/28/00)

The Board of Directors is TSCPA's chief governing body. It is subject only to the direction of the membership and to the restrictions defined by the Articles of Incorporation and the Bylaws. The Bylaws give the Board of Directors the general charge and control of the affairs, funds, and properties of the Society; the Board of Directors shall carry out the objectives of the Society in accordance with the Bylaws.

In addition, the Board of Directors may not alter, amend, or rescind any resolution or motion duly adopted at an official meeting of the Society members as dictated by quorum requirements. The Board of Directors shall not delegate the authority to: reverse a previous vote of the Board of Directors; remove or fill a vacant term of a Board of Directors member; vote on a proposal to amend the Bylaws; withdraw or modify a proposal; or designate the auditor or auditors [Bylaws, Article V (1)].

The Board of Directors consists of the following members:

• All past presidents elected prior to June 1998;
• All past chairmen;
• All members of the Executive Board;
• The president of each local chapter (term concurrent with tenure of office);
• Strategic Planning Chair;
• Thirty-six Board of Directors members elected at-large by Society members at the Election Meeting of Members/Midyear Board of Directors Meeting (three-year terms);
• One extra Board of Directors member to be elected by each local chapter for each unit of 200 fellow and honorary fellow members of the Society, or portion thereof as of May 31 of the previous year, in its designated area (three year terms with one third of elected members retiring each year); chapters may elect less than their maximum allowed; and
• President of TSCPA Accounting Education Foundation.

The principal function of the Board of Directors is to set policy for the Society and to make decisions on major issues.

The Texas Society Bylaws describe the responsibility of the Board of Directors as follows:

• Prescribe requirements for membership [Bylaws, Article II (1)];
• Nominate honorary fellow members and honorary members [Bylaws, Articles II (3) & (4)];
• Determine categories and rules for affiliate membership [Bylaws, Article II (5)];
• Determine all chapter districts [Bylaws, Article IV (1)];
• Approve of each chapter's incorporation prior to filing with the Secretary of State [Bylaws, Article IV (6)];
• Exercise general control of all Society affairs [Bylaws, Article V (1)];
• Supervise funds and property of the Society [Bylaws, Article V (1)];
• Remove a member of the Board of Directors for cause by a vote of at least two-thirds of the members of the Board of Directors [Bylaws, Article VI (3)];
• Select a member of the Board of Directors to act as chief elected officer in the event the chairman (or the Executive Board members or chairman-elect designated by the Executive Board) is temporarily unable or unwilling to act [Bylaws, Article VI (5)];
• Approve the three members to the incoming Executive Board appointed by the chairman-elect [Bylaws, Article VII (1)];
• Remove a member from the Executive Board for failure to perform the duties provided for within the Bylaws [Bylaws, Article VII (2)];
• Set annual dues [Bylaws, Article XI (1)];
• Approve annual budget [Bylaws, Article XII (2)];
• Annually designate the Society auditor who is a member of the Society [Bylaws, Article XII (3)];
• Initiate a proposal to amend the Bylaws [Bylaws, Article XV (1)]; and
• Suspend any section(s) of the Code of Professional Ethics by a two-thirds vote if deemed in possible conflict with Texas and/or U.S. laws [Bylaws, Article XV (2)].

Except in the case of a past chairman or a past TSCPA president elected prior to June 1998, absence from three consecutive meetings of the Board of Directors by any director shall terminate his Board of Directors membership unless reasonable explanations are submitted by the director and are accepted by the Executive Board. (EB:08/24/07)

A member serving on the Board of Directors under Bylaws Article V(2)(c), (e), (f) is expected to sign the Board of Directors Statement of Responsibilities (.PDF) as approved by the Executive Board before commencement of his/her current term. Failure to do so could result in reconsideration of the member's service on the Board.
(EB:11/12/2004)

OPERATIONAL BUDGETS
All expenditures that are not within the current year's budget must be approved in advance as follows:

Unrealized gains and losses on investments are not to be included in the operational budget beginning with the 2004-2005 fiscal year. (EB: 11/11/06)