Policies and Procedures

Chairman, Role and Responsibilities of

The chairman is the chief elected officer of the Society and is responsible to the Board of Directors and the Executive Board. The chairman will focus his/her efforts and attention on TSCPA programs and activities designed to enhance the effectiveness and reputation of the accounting profession.

The chairman is responsible for maintaining continuity of ongoing Strategic objectives as set forth in the Strategic Plan. He/she works with his/her two immediate successors to make recommendations to the Strategic Planning Committee regarding long- and short-term Initiatives and Goals to be considered in the future. He/she reports to the Executive Board periodically regarding these matters and is responsible to see that the Initiatives and Goals are communicated to the membership, including reports at the Annual Meeting and the Midyear Board of Directors Meeting.

The chairman provides overall leadership regarding the volunteer activities of the members. The chairman has final authority over and responsibility for all volunteer-related matters of the Society except for those specifically reserved by and to the Executive Board and the Board of Directors.

The chairman is the chief spokesperson for the Society and will actively and personally promote a cohesive partnership with chapters, other organizations including the AICPA, other state societies, and regulatory and legislative bodies. He/she should put strong emphasis on maintaining a cooperative relationship between the Society and its chapters. He/she should be available to address target audiences outside the profession in an effort to enhance the image of both the profession and the Society among external groups.

Except as otherwise provided in the Bylaws, the chairman is responsible for calling and conducting meetings and determining agendas of the Board of Directors, the Executive Board and the members.

The responsibilities of the chairman are to:

• Serve as an officer of TSCPA;
• Chair and report to the Board of Directors;
• Chair the Executive Board;
• Serve as the primary internal and external Society spokesperson;
• Interact on a regular basis with the executive director/CEO, identifying current professional issues and proposed resolutions;
• Work with the executive director/CEO to see that basic procedures and programs that will further the goals and objectives of the Society are planned, formulated and executed;
• Make policy decisions on behalf of the Board of Directors when it is not timely to consult the Executive Board or Board of Directors, in which case, the chairman should seek ratification of the Board of Directors or Executive Board at the next available opportunity;
• Support and direct implementation of volunteer policies;
• Communicate with the Board of Directors regarding progress toward achieving the objectives of the Society;
• Appoint and/or remove as necessary committee chairs, and vice chairs (as needed) and all committee members (most of which will have been accomplished earlier as chairman-elect), after obtaining input from staff;
• Serve in an ex officio capacity for all committees and other legal entities of the TSCPA;
• Serve as chair of the Compensation committee, which determines the compensation of the executive director/CEO and approves the compensation pool for staff; and
• Work with the executive director/CEO to plan the Midyear Board of Directors Meeting and Annual Meeting which will take place during his/her year as chairman. (EB: 11/7/03)

Chairman (Immediate Past), Responsibilities of

TSCPA's immediate past chairman serves on the Board of Directors.

In his/her first year as past chairman, he/she serves as the chair of the Committee on Nominations and on the Compensation Committee, as well as, on the Executive Board. In his/her second year as past chairman, the individual chairs the Awards Committee. (EB:11/11/06)

Chairman-elect, Responsibilities of

The responsibilities of the chairman-elect are to:

• Serve as an officer of TSCPA;
• Serve on the Board of Directors;
• Serve on the Executive Board;
• Appoint three nominees to the incoming Executive Board with the approval of the Board of Directors; appoint one member to the incoming Committee on Nominations;
• In consultation with the executive director/CEO, approve committee appointments for his/her year as chairman;
• Serve on the Finance Committee;
• Serve on Compensation Committee;
• Serve on the Strategic Planning Committee
• Serve as trustee of the Accounting Education Foundation, TSCPA;
• Attend the CPA-SEA Leadership Conference for state CPA society presidents (chairmen)-elect;
• If possible, attend the AICPA Annual Meeting as TSCPA representative;
• Assume responsibilities as assigned by the chairman. (EB:8/09/02)

Chairman-elect Nominee, Responsibilities of

The responsibilities of the chairmanelect nominee are to

• Attend Executive Board meetings after the time of nomination;
• Serve on the Finance Committee;
• Serve as member of the Compensation Committee; and
• Consult with the executive director/CEO and TSCPA Meetings Department regarding site selection for the Midyear Board of Directors Meeting and Annual Meeting that will take place during his/her year as chairman. (EB:8/09/02)

Chapters

The local chapters are semi-autonomous organizations formed within the framework of the Society providing local presence and opportunity for participation by TSCPA members.

Coordination with TSCPA among the chapters is accomplished through the Chapter Coordinating Committee, which is comprised of chapter presidents, president-elects and executive directors. This committee is assisted by a staff liaison who is in frequent contact with the chapters. The committee reports to the Executive Board on its activities, as well as chapters' activities through its assigned coordinating officers.

See Article IV of the Bylaws for further detail. (EB:11/7/03)

Chapter Awards

The Chapter Coordinating Committee Steering Subcommittee is responsible for selecting the recipients of the following awards: Outstanding Small Chapter, Outstanding Medium Chapter, and Outstanding Large Chapter. From time to time, a Most Improved Chapter Award may be presented.

Outstanding Chapter Award recipients will be selected on the basis of information provided on the Outstanding Chapter Award Entry Form.

"TSCPA objectives" are those stated in the TSCPA Strategic Plan document in force as of January 31 of the year preceding that for which the awards are given. The chapter president will work nwith the local board of directors to develop the chapter's goals in measurable terms by the Annual Meeting of the year he/she takes office.

Criteria include:

• Measurable results of chapter activities that helped TSCPA to achieve its leading objectives for the year;
• Measurable results of chapter activities that enabled the local organization to achieve its key goals for the year; and/or
• Measurable results of innovative programs developed and implemented by the chapter during the year.

Most Improved Chapter: Selected when appropriate to acknowledge a chapter that significantly advanced its services to members and the community in a given year.

Presentation: All chapter awards will be presented at the Annual Meeting with sufficient information about achievements to acknowledge the chapters receiving the award. (EB: 8/25/12)

Recognition of Chapter Award Recipients: The chapter president whose leadership was instrumental in the chapter's receipt of the award will receive a plaque. The chapter will receive appropriate recognition.

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 appropriate TSCPA publications.

Budget: The Chapter Coordinating Committee budget will include all expenses related to award recognitions. (EB: 8/27/04)

Chapter Size Groups

Chapters are clustered by size in one of three groups: Small (Group I); Medium (Group II); and Large (Group III). In addition to networking opportunities among chapters, these groupings are utilized for (but not limited to): appointments to the TSCPA Chapter Coordinating Committee Steering Subcommittee and CPE Foundation Advisory Board, selection of Outstanding Chapter Awards and recommendation of other TSCPA awards to chapters and conducting Chapter Roundtables.

(EB:4/25/03; 4/29-11; 11/3015)

Chapter/Society Relationship

TSCPA members are also members of a chapter. The chapters complement TSCPA's education of members regarding the Society's overall purpose, goals and objectives. Chapters often locally implement TSCPA-developed programs and services. Chapters also develop and execute a variety of local programs and services that complement those offered by TSCPA.

The chapters are authorized in the Society Bylaws and serve as an important contact with the members. It is desirable that the chapters develop their objectives and plan their activities with the Society's Strategic Plan in mind, and that the chapter's strategic plan complement that of TSCPA. The activities of the chapters should be designed to advance the profession and complement the activities of the Society.

TSCPA will refer to all of its local chapters as the (geographic location) Chapter of the Texas Society of Certified Public Accountants' in all TSCPA publications, media releases, awards and other official communications. (EB:4/26/03)

Volunteer leadership and staff of both TSCPA and chapters should nurture a positive relationship between and among their organizations. (EB:11/7/03)

Chapter – Standards for Formation of a New Chapter

Any change to existing chapter boundaries must be proposed in writing and sent to the attention of the TSCPA chairman by July 1. (A proposal received after that date will be postponed to the next fiscal year.) The process will take place over two fiscal years.

Before the formal proposal is sent, the following pre-application steps must be completed:

• If there are at least 250 fellow members in the counties proposed to be moved, they are electronically surveyed by TSCPA staff to see how many are willing; and
• the first four items below are included in a document that the proposers provide to the president, president-elect and executive director/secretary of each existing chapter from which members would be moved, to see whether the needs stated for a new chapter could be met within the existing structure.

After the steps are completed, the TSCPA Chairman will notify the proposers that they may move forward as follows.

The proposal document shall include all of the following:

• names of at least 20 current CPA members in good standing (who have been members for at least 10 years continuously) making the proposal;
• a detailed explanation of members’ needs for a new chapter in the affected area that cannot be addressed by existing chapters;
• names of the counties that would be moved from existing chapters;
• the approximate number of members who would be moved (a minimum of 250 current Fellow, Honorary Fellow and Lifetime members in good standing is required);
• a five-year strategic plan;
• the names of eligible members who have committed to serve as officers during the first three years after the chapter is created;
• proposed dues amounts for the first five years; and
• a proposed five-year budget.

All names in the proposal are subject to eligibility verification by TSCPA staff. The TSCPA chairman will determine whether the document meets criteria.

The proposed change will be communicated to the Boards of Directors of each chapter from which the proposed counties would be moved, by August 1.

The proposed change will be communicated to the TSCPA Executive Board prior to consideration by the Board of Directors with the affected chapter(s) given the opportunity to state their case in person. The TSCPA Executive Board should endorse the change in boundaries by a simple majority prior to sending to the Board of Directors for approval as described below.

If all of the foregoing criteria have been met, the proposal will be placed on the agenda for a vote at the Midyear Board of Directors Meeting in January or February of that fiscal year. At that meeting, there must be an affirmative vote of at least two-thirds of current Board members in attendance in order to approve the proposal.

If the proposal is approved by the Board of Directors as indicated, proposed Bylaws (that provide for four officers – President, President-elect, Secretary and Treasurer – and comply with TSCPA Bylaws) for the new chapter shall be sent to the assistant secretary by June 1 for approval by the TSCPA Executive Board at its next regularly scheduled meeting.

After Bylaws are approved by the TSCPA Executive Board, all affected members will be notified by TSCPA and their chapter affiliation changed by November 1. After that date, they may meet and conduct business in accordance with their approved Bylaws. During April joint dues billing by TSCPA, they will be billed for dues in the new chapter at the rates approved by the new chapter’s Board of Directors by February 1 of the second fiscal year of the process.

The new chapter will be in a probationary period for five fiscal years, subject to Executive Board approval, and must submit annual financial reports to the TSCPA Executive Board no later than two months after the end of each fiscal year. (MYB- 1/28/15)

Committee

The committees of the Society are essential to its progress. They assist in achieving the objectives of the Society's Strategic Plan. They perform much of the Society work, contributing to the profession's programs and maintaining relations with influential outside groups. Working with staff liaisons, committees have a responsibility to promote and communicate activities and results to Society members. The Executive Board or Board of Directors has the authority under the provisions of the Bylaws to designate and charge committees. (EB: 8/09/02)

Committee Appointments Process

The basis for selecting committee personnel is found in the Society Bylaws under Article VIII (5).

It is desirable that the concept of committee service is a sought-after privilege rather than an automatic right as part of Society membership.

TSCPA relies on CPA volunteers to fill committee positions. In addition to a desire for service on a particular committee, the member's record and related experience, as well as the need for appropriate member demographic balance on the committee, is considered.

A member will be appointed to a committee for a one-year term with the understanding that the member may be reappointed for an additional two terms only if his/her record of involvement and participation has been commendable.

Vacancies may occur during the year due to either resignation, lack of participation, or the need for more volunteers or a particular expertise to execute the work of the committee. These vacancies may be filled by the chairman with input from the executive director/CEO. (EB: 8/09/02)