Bylaws of Ascend
Adopted, April 25, 2005
Article I - Organization, Mission and Objectives
Article II - Officers
Article III - Membership
Article IV - Chapters
Article V - Board of Directors
Article VI - Officers
Article VII - Standing Committees
Article VIII - Election
Article IX - Accounting Year
Article X - Records and Reports
Article XI - Amendments to Bylaws
Article I - Organization, Mission and Objectives
Section 1. Organization
Ascend, originially the name of the organization was "NATIONAL ASIAN AMERICAN SOCIETY OF ACCOUNTANTS" otherwise known as "NAASA". It shall be referred to as Ascend in these Bylaws. Ascend is organized exclusively for purposes specified in Section 501 (c) (6) of the Internal Revenue Code.
Section 2. Mission and Objectives
The mission of Ascend is to continuously influence and encourage the development of accounting professionals and students while serving as a collective voice for the Asian and Pacific Islander community in the field of accounting with...
the objectives of...
- cultivating the growth of professional skills for our members;
- providing professional opportunities for our members;
- encouraging a continuous presence of Asian and Pacific Islanders in the accounting profession;
- strengthening the influence of Asian and Pacific Islanders in the profession;
- encouraging the development of Asian and Pacific Islander leaders in the accounting profession;
- promoting a high standard of professional ethics; and
- serving public interests in the community.
Section 3. Asian and Pacific Islander Ancenstry.
The term "Asian" and "Pacific Islander Ancestry" shall refer to an individual professional accountant whose parents are of Asian and Pacific Islander descent.
Article II - Officers
Section 1. The Principal Office
The principal office of Ascend shall be located in the City of New York in the State of New York.
Section 2. The Executive Office
Ascend’s Executive office may be located in the area where the elected President resides or maintains an office.
Article III - Membership
Section 1. Classes of Members
Membership in Ascend shall consist of two classes, namely, regular members and student members.
Section 2. Regular Members
Regular members shall mean accounting professionals, CPAs and non-CPAs, in public accounting, industry, government, and academia.
Section 3. Student Members
Any college student enrolled in an accredited school of a United States Jurisdiction pursuing a career in accounting.
Section 4. Member Application
The application membership shall be furnished to the Membership Committee, which shall review submitted required information for completeness and as to the qualifications stated in Sections 2, and 3. The application shall require sponsorship by a current member in good standing, and shall be duly subscribed by the applicant. The membership application shall be approved by an affirmative vote of two-thirds (2/3) of the Board of Directors.
Section 5. Membership Dues
Membership in Ascend requires payment of annual membership dues payable in U.S. dollars beginning upon admission. First year dues shall be prorated based on admission date. The Board of Directors shall approve the amount of annual dues.
Section 6. Member in Good Standing
The term "member in good standing" as used in these Bylaws shall refer to a member of Ascend who has paid all dues, assessments and obligations on time and has participated in any activity of Ascend. Nonpayment of membership dues and other obligations by a designated due date may cause for a suspension or termination of membership. The Membership Committee shall be required to conduct a hearing to determine cause before the Board may take action to suspend or terminate membership in the Ascend, which require a two-third (2/3) vote by the Board of Directors.
Section 7. Resignation
Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 8. Membership Re-Instatement
A member who was terminated or who has resigned may be re-instated after paying a reinstatement fee and current membership dues. Such action requires a two-third (2/3) approval vote of by the Board of Directors.
Article IV - Chapters
Section 1. Organization
The Board may authorize the organization of chapters in various parts of the United States of America, defined chapter areas, and designate the manner in which the affairs of a chapter shall be conducted.
Section 2. Suspension or Dissolution.
The Board may suspend or dissolve any chapter. In such event, all of the property, funds, and records of such chapter shall revert to Ascend.
Article V - Board of Directors
Section 1. General Powers
Ascend shall be governed by a Board of Directors, hereinafter referred to as the "Members of the Board" or "Board" in these Bylaws. The Board shall manage the business and affairs of Ascend and perform all other acts within the scope of their authority as provided in these Bylaws and in accordance with applicable Federal, State and Local laws and regulations.
Section 2. Composition and Term
The Board shall consist of the officers, the immediate past president, and other elected members equal to eleven (11), The Board may at its discretion increase the number of Directors up to a maximum of twenty-one (21). Elected directors shall be divided into two (2) classes, as nearly equal as possible, for the purpose of staggering their terms of office. Elected members of the Board shall hold office for two (2) years or until his/her successor has been elected and qualified. The immediate past President shall serve for one (1) year following service as President. The term of office shall commence on July 1 following their election or appointment. Every director must (a) be a member in good standing; (b) be at least 21 years of age; and (c) have at least three (3) years' continuous membership in Ascend, except for the initial/original Board and the successor Board that immediately follows.
Section 3. Meetings
A regular meeting of the Board shall be held at least four (4) times a year. The President may call special meetings of the Board, either in the form of personal attendance; electronic conference; by mail balloting; or any other acceptable form of meeting as the need arises. Notices of regular meeting shall be given at least one (1) month before the meeting. Simple majority equivalent of fifty-one (51) percent of the Board shall constitute a quorum for the transaction of business; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 4. Voting at Meetings
Only members of the Board shall vote during regular meetings of the Board of Directors. Voting by mail or by electronic medium may be acceptable in a special meeting if in the opinion and judgment of the President, such mail balloting is appropriate and necessary under the circumstances.
Section 5. Manner of Acting
When a majority of the Board acts at a meeting at which a quorum is present, their action will be recognized as the action of the Board.
Section 6. Action without Meeting.
The Board of Directors may take an action without a meeting if each member of the Board signs a written "Consent to in lieu of meeting."
Section 7. Filling of Vacancies.
A vacancy occurring in the Board of Directors shall be filled up by the President and approved by a majority of the Board. Such appointee shall come from the member where the vacancy occurred and shall serve only the unexpired portion of the predecessor’s term of office.
Section 8. Compensation.
Members of the Board shall hold office without compensation. If so voted, subject to the availability of funds, each member of the Board may be reimbursed for expenses in attending meetings of the Board.
Section 9. Presumption of Agreement.
A member of the Board who is present at a meeting or notified in writing in a mail balloting at which action is taken shall be presumed to have agreed to the decision reached unless he/she shall request that his/her dissent be entered in the minutes of the meeting or files his/her written dissent with the secretary of Ascend within one week after meeting adjourns, a member of the Board who has voted in favor of such action shall have no right to such dissent.
Section 10. Advisory Board.
The Past Presidents of Ascend shall compose the Advisory Board. The immediate past president of Ascend shall automatically become the chairperson of the Advisory Board and shall automatically become a member of the Board and included in one (1) of the eleven (11) Board members. If the immediate past president of Ascend declined to serve or is not available or disqualified, the Advisory Board shall select a replacement from among themselves. They shall be allowed to attend all meetings of the Board but shall not be allowed to vote, except then official representative to the Board. The functions of the Advisory Board are (a) provide advise to the incumbent President on any critical matters whether sought or net sought; and (b) offer opinion on any critical matters being considered for approval by the Board of Directors before any action is taken, whether sought or not sought.
Article VI - Officers
Section 1. Officers and Term of Office.
The officers of the Ascend are President; Executive Vice President; Vice President for internal affairs; Vice President for external affairs; Vice President for Student Affairs; Secretary; and Treasurer. The term of office of the officers shall be two (2) years, and in accordance with the provisions of Article V Section 2 in these Bylaws and may be reelected without term limitations, except the President who may be reelected only for two (2) terms.
Section 2. Election
The members shall elect the officers of the Ascend in accordance with Article VIII in these Bylaws. Each officer shall hold office until a successor has been duly elected, until his/her incapacity, or until he/she resigns or has been removed from office by a majority vote of the members of the Board.
Section 3. Removal
The Board may remove any officer whenever it believes such removal will serve the best interests of Ascend. A vacancy in any office for any reason may be filled up by the President in accordance with the provisions of Article V, Section 7 in these Bylaws.
Section 4. President
The President shall be the principal Executive Officer of the Ascend and shall be subject to the control of the Board. The President shall preside at all meetings of the Board and shall supervise and control all activities of the Ascend. With the treasurer or any other officer so authorized by the Board he/she signs checks, contracts or other instruments which the Board has authorized to be executed.
Section 5. Vice Presidents
Generally, Vice Presidents succeed the President in accordance with the hierarchy, that is, first to succeed is the Executive Vice President, second is the Vice President for Internal Affairs, third is the Vice President for External Affairs, and the fourth is the Vice President for Student Affairs. Specifically, here are their function and responsibility: (a) the Executive Vice President shall chair the Public Relations Committee; and performs such other duties as the President may assign; (b) the Vice President for Internal Affairs shall chair the Committee on Professional Development; and perform such other duties as the President may assign; (c) the Vice President for External Affairs shall chair the Membership Committee; and perform such other duties as the President may assign; and (d) the Vice President for Student Affairs shall chair the Student Affairs Committee; and performs such other duties as the President may assign.
Section 6. Secretary
The Secretary shall keep the minutes of the regular and special meetings or any other actions of the Board; prepare and deliver all notices to comply with the provisions of Article V, Section 3 in these Bylaws; maintain the corporate records described in Article X, Section 5 in these Bylaws and other documents of the NAASA; and perform all other duties as the President or the Board may assign.
Section 7. Treasurer
The treasurer shall receive all monies due and payable to the NAASA and deposit such moneys in the name of the Ascend in the banks or other depositories designated by the Board; responsible for maintenance of accounting and financial records; preparation of annual operating budget, chair the Finance Committee; ensure compliance with the requirements of applicable tax laws and regulations; and perform such other duties as the President or the Board may assign. If appropriate and necessary and with the consent of the Treasurer, the President may appoint, with a majority approval of the Board, an Assistant Treasurer accountable to the Treasurer who is close to the Executive Office to perform the Treasurer’s function and responsibility, except the chairing of the Finance Committee.
Article VII - Standing Committees
Section 1. Executive Committee.
The Executive Committee, consisting of elected officers, namely, the President, Vice Presidents, Secretary, and Treasurer shall be responsible for developing policies, budgets and programs to be recommended to the Board for its approval. The President shall preside in all meetings of the Executive Committee, and in his or her absence, by the following in the order of hierarchy in accordance with Article VI, Section 5 in these Bylaws: Executive Vice President, Vice President for Internal Affairs, Vice President for External Affairs, Vice President for Student Affairs, Secretary, and Treasurer.
Section 2. Membership Committee.
This committee shall be responsible to: (a) assist in the establishment of new members, and (b) report on the status and condition of a member for noncompliance with the provisions of Article III of these Bylaws.
Section 3. Professional Development Committee.
This Committee shall be responsible for providing educational information in the form of seminars and other formats consistent with the mission and objectives as stated in Section 2 of Article I.
Section 4. Public Relations Committee.
This committee shall be chaired by the Executive Vice-President and be responsible for establishing good relations with the public as well as with other professional organizations.
Section 5. Finance Committee.
This committee shall be chaired by the Treasurer and be responsible for the preparation of the annual budget and recommend ways and means to finance the operations and programs of the organization.
Section 6. Student Affairs Committee.
This committee shall be chaired by the Vice-President for Student Affairs and be responsible for establishing good relations with chapters established at universities and colleges and shall act as the student liaison.
Section 7. Committee Meeting.
The provisions of Article V, Section 3 shall apply in all meetings of committee members.
Section 8. Committee Membership.
The chairperson of each committee except the Executive Committee is responsible for recruiting and appointing members for their respective committee. The committee members shall be approved by the Executive Committee. The Executive Committee shall have the power to create, and designate the names and duties of additional committees. Except as listed elsewhere in this Article VII, the selection of chairpersons for committees are subject to appointment by the Executive Committee.
Section 9. Reporting and Accountability.
All chairpersons of all standing committees may be required to render an annual written report of their committee to the Board. The standing committees are accountable for their performance to the Board of Directors.
Article VIII - Election
Section 1. Board of Directors.
The Board of Directors shall be elected for a two (2) year term from among eligible candidates described in Section 4 in this Article.
Section 2. Officers
Officers shall be elected for a two year term among eligible candidates described in Section 4 in this Article.
Section 3. Conduct of Election.
The President shall appoint a chairperson of an Election Committee who shall be responsible for nominating candidates for all elected offices and the proper conduct of the election. The chairperson of the Election Committee shall be required to submit election rules and procedures during the annual meeting for approval by the Board prior to the election.
Section 4. Electorate.
Only members in good standing as described in Article III, Section 6 in these Bylaws shall vote during the election of officers. Voting in the election shall be by secret ballot only. No proxy voting shall be allowed during election.
Section 5. Eligibility of Candidates.
Only members in good standing as described in Article III, Section 6 in these Bylaws who have met the requirements described in Article V, Section 2 in these Bylaws shall be eligible to be a candidate.
Article IX - Accounting Year
Section 1. Accounting Year.
For purposes of accounting and financial reporting, Ascend shall keep its books on records on the basis of a twelve (12) month year ending June 30.
Section 2. Tax Year.
To the extent allowable, Ascend shall use the same year end for all tax purposes as done for accounting purposes.
Article X - Records and Reports
Section 1. Financial Statements.
Ascend shall prepare its financial statements on the accrual basis of accounting and in accordance with Accounting Principles Generally Accepted in the United States of America applicable to not-for-profit organizations.
Section 2. Books of Account.
Ascend shall maintain books of account and report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets, and be open for inspection by any member of the Board at a reasonable time during office hours. These records shall be maintained at its principal office.
Section 3. Legal Instruments and Commercial Paper.
All checks, drafts and other orders for payments of money, notes or other evidences of indebtedness, issued in the name of Ascend shall be signed or endorsed by such personal or persons and in such manner as shall be determined from time to time by resolution of the Board.
Section 4. Annual Report.
The Executive Committee shall prepare an Annual report for distribution to the members no later than five months after the close of the accounting year. The annual report shall contain financial statements described in Section 1 of this Article and a narrative report from the President.
Section 5. Record Retention
Ascend shall maintain, at its principal office, a permanent file of corporate records such as articles of incorporation, Bylaws including amendments, minutes of meeting; Board resolutions, unexpired contracts; financial statements and general ledger. All reports and records shall be maintained for a minimum of five years.
Article XI - Amendments to Bylaws
Section 1. Proposed Amendments
Every proposal to adopt, amend, or rescind Bylaws shall be in writing and shall set forth the nature of the proposal. Such proposals may be initiated and presented to the Executive Committee for preliminary approval before recommending for its approval to the Board. The President shall create a Committee on Bylaws, if necessary, with the consent approval of the Board.
Section 2. Voting on Amendments
Unless the President orders a mail ballot, the Secretary shall include in the call for the annual meeting all properly presented proposals to adopt, amend, or rescind Bylaws. A two-thirds (2/3) affirmative vote of the Board of Directors shall be required to adopt, amend or rescind Bylaws, and in accordance with the provisions of Article V, Section 4 in these Bylaws.
Section 3. Mail Ballots
When the President orders a mail ballot, the Secretary shall forthwith submit the proposal to the Board in writing. Ballots shall be valid and counted only if received within the time specified by the President which shall not be less than thirty days after mailing the ballot form. Approval by mail ballot of any proposal to amend, adopt, or rescind Bylaws shall require a two-third (2/3) affirmative vote of the Board.
Section 4. Records of Amendments
All records of amendments shall be maintained in the minutes of meetings of the Board. Copies of Bylaws in its amended form signed by the President and Secretary shall be reproduced for distribution to the members of the Board.
Section 5. Effective Date
Approved amendments of the Bylaws shall take effect upon ratification vote equal to two-thirds (2/3).