ARTICLE IV

Management

Section 1. Board of Directors: The management of the affairs of the Association shall be in its Board of Directors.

Section 2. Executive Committee: The Board of Directors may select an Executive Committee, which shall consist of the elected Officers of the Association and other Directors as determined by the Board. The Executive Committee shall have such duties and authority as the Board may designate, including but not limited to, exercising all authorities and powers of the Board between meetings of the Board, subject to those limitations required by law or imposed by the Board. The Executive Committee shall not have the authority to:

1. Amend the Association Articles of Incorporation

2. Adopt an agreement of merger or consolidation

3. Recommend to the members the sale, lease or exchange of all or substantially all of the Association’s property or assets

4. Recommend to the members the dissolution of the Association or a revocation of a dissolution

5. Amend the Bylaws of the Association

6. Fix compensation of any member for Board of Director or Committee service

7. Fill vacancies of elected Officers or Directors other than on an interim basis until the next meeting of the Board of Directors

8. Make hiring or firing decisions relative to Section 4 of this article

Section 3. Audit Committee: An Audit Committee of at least four (4) and not more than nine (9) members shall be appointed by the Board of Directors. The Audit Committee shall serve for the fiscal year of its appointment and until the audit report for that fiscal year has been submitted to the Board of Directors. The audit report shall be distributed by mail communication, by publication in an official publication of the Association, or via the Association’s website.

Section 4. Staff: The Board of Directors shall employ an individual to be "President " and Chief Executive Officer of the Association, to serve at the pleasure of the Board of Directors, and to perform such duties as the Board shall, from time to time, determine necessary. The "President " and Chief Executive Officer of the Association shall not be deemed an "elected Officer ". The “President” and Chief Executive Officer may employ personnel necessary to conduct the affairs of the Association.

Section 5. Board Meetings: The time and place of regular meetings of the Board of Directors shall be designated by the Board of Directors. Special meetings may be called by the Chair or by the Secretary via written petition, signed by at least one-quarter of the entire membership of the Board of Directors. A petition for a special meeting must state the purpose of the proposed meeting.

Section 6. Board Quorum: Except as otherwise provided in these Bylaws, a majority of the entire membership of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors.

Section 7. Board Rules: Except as otherwise provided in these Bylaws, the rules of procedure of the Board of Directors shall be established by the Board of Directors.

Section 8. Board Resolutions: Except as otherwise provided in these Bylaws, any resolution adopted by the Board of Directors shall require an affirmative vote of at least a majority of the members present at any regular or special meeting of the Board of Directors.

Section 9. Member Petitions: A proposed resolution may be initiated via petition, signed by at least two percent of the Fellow Members of the Association, determined as of June 30 preceding submission of the petition, and submitted to the Secretary. If the Board of Directors does not adopt the proposed resolution at the next regularly scheduled Board of Directors meeting, the Secretary shall, within sixty (60) days after the Board of Directors meeting, submit the resolution to the Fellow Membership for vote. Adoption of the resolution shall require an affirmative vote of at least a majority of the votes cast within twenty days after transmitting the ballots.

Section 10. Notices: Except as otherwise provided for in these Bylaws or by applicable federal, state or local law, written notice containing the time and location of all meetings of the Board of Directors shall be provided to each Director not less than ten days before a regular meeting and not less than two days before a special meeting. Notice of a special meeting shall state the purpose of the special meeting.

All notices or other communication required by these Bylaws may be given personally, via US postal service, other commercial postal service, electronic transmission or any other means reasonably anticipated to give actual notice to the intended recipient.

Notice of electronic transmission shall be deemed to have been given when electronically transmitted to the person entitled to the notice or communication.

Attendance of a Director at a meeting constitutes a waiver of notice of the meeting except where the Director attends the meeting for the express purpose of objecting to the transaction of any business for alleged violation of this section.

Section 11. Action by Written Consent: Any action required or permitted to be taken at a regular or special meeting of the Board of Directors by simple majority of those present may be taken without a meeting, notice, or vote if three-quarters of all members of the Board of Directors consent, in writing, including consent by electronic transmission, to the action so taken. Written consents will be filed with the minutes of the Board of Director proceedings.

ARTICLE V

Board of Directors and Elected Officers

Section 1. Board of Directors: The Board of Directors of the Association shall be composed of not more than twenty-one (21) and not less than fifteen (15) members, all but two (2) of whom shall be Fellow Members. Four (4) of the directors shall be elected Officers, up to one (1) as Past Chair, and the remainder shall be Designated Directors. Elected Officers shall be Fellow Members, who are licensed to practice Public Accounting in the state of Michigan.

Section 2. Elected Officers: The elected Officers of the Association shall be Chair, Chair-elect, Treasurer and Secretary.

Section 3. Duties of Officers: The basic duties and authority of the elected Officers of the Association shall be as follows:

• The Chair shall be the chief elected officer of the Association, and shall preside at all general, Executive Committee, and Board of Directors' meetings.
• The Chair-elect shall assume the duties and authority of the Chair during the Chair’s absence or incapacity.
• The Treasurer shall maintain adequate financial records of the Association which shall be subject to audit by the Audit Committee and shall serve as a non-voting member of the Audit Committee.
• The Secretary shall maintain records of membership and of general meetings of the Association, its Board of Directors, and Executive Committee. The Secretary shall maintain proper corporate records of the Association and ensure associated filings with government authorities as required by law. The secretary shall serve as a non-voting member of the Audit Committee.
• Additional duties and authority of the various elected Officers may be established by the Board of Directors. With the approval of the Board of Directors, any elected Officer may delegate part of one’s duties to the President and Chief Executive Officer of the Association.

Section 4. Terms of Office: The terms of all elected Officers shall commence upon one’s respective election and will continue until the subsequent Annual Meeting of the Association and until one’s respective successors are elected or until resignation or removal. The terms of all elected Directors shall be for three (3) years, or for the unexpired term of a vacancy to which one is elected, or until one’s successor has been elected. The term of a Past Chair shall be for one (1) year following one’s term as Chair.

Section 5. Vacancies and Resignations: A vacancy in a Director position or in any elected Officer position shall be filled by the Board of Directors. The person so designated shall serve until the next annual election of the Association.

A Director or elected Officer may resign by written notice to the Association and shall be effective upon receipt by the Association or at a subsequent time as set forth in the written notice.

The membership of any member of the Board of Directors shall be rendered automatically vacant by one’s absence from three consecutive regular meetings of the Board of Directors.

Section 6. Officer and Director Liability: No volunteer Director of the Board shall be personally liable to the Corporation or its members for any monetary damages for breach of the fiduciary duties as a Director; except that this provision shall not eliminate or limit the liability of a volunteer Director for any of the following: a) A breach of the Director's duty of loyalty to the Corporation or its members; b) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; c) A violation of Section 551 of the Michigan Non-Profit Corporation Act as amended; d) A transaction from which the Director derived an improper personal benefit; e) An act or omission occurring before January 1, 1988; f) An act or omission that is grossly negligent.

Section 7. Compensation: Directors will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred in one’s official capacity as a director, consistent with policies adopted by the Board of Directors.

Section 8. Conflict of Interest Disclosure and Voting: Upon becoming aware that one is affiliated with an organization seeking to provide services or facilities to the Association or has any duality or interest or possible conflict of interest, real or apparent, a Director, elected Officer or Committee Member shall disclose such affiliation or conflict of interest to the Board of Directors. Such information shall be made a matter of record either when the issue becomes a matter of Board or Committee action or as part of a periodic procedure to be established by the Board of Directors.

Upon becoming aware that one is affiliated with an organization seeking to provide services or facilities to the Association or has any duality or interest or possible conflict of interest, real or apparent, a Director, elected Officer or Committee Member shall not vote or use one’s personal influence on the matter; however, one may be counted in determining a quorum for the meeting at which the matter is voted upon. The record of any action shall reflect any abstentions for purposes of this section.

ARTICLE VI

Committees & Task Forces

Section 1. Standing Committees: The Standing Committees of the Association shall be as follows: Audit; Finance, Membership; Nominations; and Professional Ethics.

Section 2. Other Committees and Task Forces: Other Committees and Task Forces may be established by the Board of Directors and/or MICPA staff.

Section 3. Standing Committee Leadership: Except as otherwise provided in these Bylaws, the Chair, and Vice Chair of Standing Committees shall be approved by the Board of Directors.

ARTICLE VII

Nominations and Elections

Section 1. Nominations Committee: The Nominations Committee shall be composed of seven (7) appointed Fellow Members.

The seven (7) appointed members shall include the Immediate Past Chair of the Association, the Officers of the Association, and two (2) designated directors from the Board of Directors. All members shall be residents of the state of Michigan at the time of appointment.

Section 2. Nominations: The Nominations Committee shall nominate one (1) member for any expiring term or vacancy on the Board of Directors and for each elected Officer, subject to the provisions of Article V, Section 1, dealing with the composition of the Board of Directors and eligibility for membership as an elected Officer.

At least one hundred twenty days (120) prior to the date of the Annual Meeting of the Association, a list of nominees shall be furnished to the Fellow Members by mail or electronic communication, or by publication in an official publication of the Association.

A nomination for any expiring term or vacancy on the Board of Directors and for each elected Officer may be initiated by a petition, signed by at least two percent (2%) of the Fellow Members of the Association, determined as of June 30 preceding the submission of the petition, and submitted to the Secretary at least one hundred (100) days prior to the date of the Annual Meeting. The nominee so nominated shall be included on the ballot with the designation "nominated by petition."

Section 3. Elections: The nominees selected by the Nominations Committee, for vacancies within the Board of Directors and each elected Officer, shall be declared elected by the Secretary upon approval by an affirmative vote of a majority of the entire membership of the Board of Directors, and if no nominations by petition are filed, as provided for in Section 2 above.

If a nomination or nominations are made by petition, the Secretary shall send ballots via mail or electronic transmission to the Fellow Members for a mail or electronic vote, not more than ninety (90) and not less than eighty (80) days prior to the date of the Annual Meeting. Ballots shall list all nominees and indicate whether each nominee was nominated by the Committee on Nominations or by petition. Ballots must be received at the Association office no less than forty-five (45) days prior to the date of the Annual Meeting.

In case of an election by ballot, such returned ballots shall be counted by three (3) Tellers appointed by the Chair with the approval of the Board of Directors. No Teller may be an elected Officer, Director, or nominee in the election.

The persons receiving a plurality of the votes shall be declared elected.

The Tellers shall report the results of the election to the Secretary who shall announce them to the members present at the Annual Meeting and cause them to be published in the next issue of an official publication of the Association or via the Association’s website.

ARTICLE VIII

Meetings

Section 1. Annual Meeting: An Annual Meeting of the Association shall be held each year. The time and place of the Annual Meeting shall be designated by the Board of Directors, and the Members shall be notified by mail or electronic communication, posting to the Association’s website, or by publication in an official publication of the Association, at least sixty (60) days prior to the designated date.

Section 2. Special Membership Meetings: A special membership meeting may be called by a petition signed by two percent (2%) of the Fellow Members of the Association, determined as of June 30 preceding the submission of the petition, and filed with the Secretary of the Association. Such meeting shall be held within sixty (60) days after filing of the petition, at such time and place as may be designated by the Board of Directors, with appropriate notice to all members. Petitioners shall indicate the agenda items, which shall be listed on the meeting notice to members, and these shall be the only items considered at the special membership meetings.

ARTICLE X

Discipline and Penalties

Section 1. Complaints: Any complaint against a member shall be referred to the Professional Ethics Committee. Whenever a member of the Association, whether or not one is a member of the AICPA, shall be charged with violating these Bylaws or any provision of the Code of Professional Conduct promulgated hereunder, the said charge shall be investigated in accordance with the terms of any then existing agreement between the Association and the AICPA relating to ethics enforcement.

Section 2. Hearings: In the event that a hearing is required to dispose of such charge or charges, the hearing shall be conducted under the terms of the Joint Ethics Enforcement Procedures (JEEP) in effect, by virtue of the agreement between the Association and the AICPA.

Section 3. Joint Ethics Enforcement Procedures: The Professional Ethics Committee of the Association is hereby empowered to implement the provisions of Sections 1 and 2 by acting jointly and in cooperation with the appropriate bodies of the AICPA under the agreements, rules and procedures in effect between the Association and the AICPA at the time of such action, except that any request for the formation of a Joint Trial Board shall first be approved by the Board of Directors of the Association.

Section 4. Disciplinary Actions without a Hearing: Membership in the Association shall be suspended or terminated without a hearing, or a member may be subjected to other disciplinary actions, as provided in Sections 4(a), 4(b), 4(c), 4(d) and 4(e) under such procedure as prescribed by the Board of Directors.

1. Membership in the Association shall be suspended without a hearing should a member's certificate as a Certified Public Accountant or license to practice public accounting be suspended as a disciplinary measure by the Michigan State Board of Accountancy or any other State Board of Accountancy, but such suspension of membership in the Association shall terminate upon reinstatement of the certificate or license to practice.

2. Membership in the Association shall be terminated without a hearing should such certificate or license to practice be revoked, withdrawn, surrendered, indefinitely suspended or cancelled as a disciplinary measure by the Michigan State Board of Accountancy or any other State Board Of Accountancy.

3. Criminal Conviction of a Member: Membership in the Association shall be suspended by action of the Board of Directors without a hearing, should there be filed with the Secretary of the Association a judgment of conviction imposed upon any member for: a crime punishable by imprisonment for more than one (1) year under the law of the convicting jurisdiction; the willful failure to file any income tax return which one, as an individual taxpayer, is required by law to file; the filing of a false or fraudulent income tax return on one’s or a client's behalf; or the willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client; and may be terminated in a like manner upon the similar filing of a final judgment of conviction. However, the Board of Directors shall provide for the consideration and disposition by the Board of Directors with or without a hearing of a timely written petition that the member’s membership should not be suspended or terminated pursuant to Section 4(c) herein.

4. The Board of Directors may approve certain governmental agencies and other organizations whose disciplinary actions against a member will permit the Association to take disciplinary action against that member without a hearing. To be eligible for approval, the governmental agency or organization other than a governmental agency must be one which has been approved for such purpose under Section 7.3 of the AICPA Bylaws. If such approved governmental agency or organization temporarily suspends, prohibits or restricts a member from practicing before it or another governmental agency, or from serving as a Director, Officer or Trustee of any entity, the member’s membership in the Association shall be suspended; however, such suspension of membership shall terminate upon such agency’s or organization’s termination of the suspension, prohibition or restriction. If such approved governmental agency or organization bars or permanently or indefinitely suspends, prohibits or restricts a member from practicing before it or another governmental agency, or from serving as a Director, Officer or Trustee of any entity, the member’s membership in the Association shall be terminated.

5. A member who has been subjected to any sanction as a disciplinary measure other than or in addition to those sanctions addressed above, by an authority covered in Sections 4(a), 4(b) or 4(d) may also be subjected to discipline by the Association without a hearing pursuant to guidelines established by the Professional Ethics Committee and approved by the Board of Directors.

6. The Board of Directors, with or without a hearing, shall be permitted to consider a timely petition by the Professional Ethics Committee or the member that the member should not be disciplined pursuant to this Section 4.

7. Application of the provisions of Section 4(a), 4(d) and 4(e) shall not preclude the summoning of the member concerned to appear before a hearing panel of the trial board pursuant to Article X Section 2.

Section 5. Reporting: Any action against a member under Section 3 which results in a finding of guilty and the imposition of a penalty shall be reported to the Fellow Membership by mail communication or in an official publication of the Association and to the Michigan State Board of Accountancy. Any action against a member under Section 4, Paragraph (a), (b), (c), (d), or (e) shall be reported to the Fellow Membership by mail communication or in an official publication of the Association and to the Michigan State Board of Accountancy.

Section 6. Reinstatements: An expelled or suspended member may make a written request for reinstatement no sooner than 12 months from the date on which one was expelled or suspended. A reinstatement shall require an affirmative vote of at least three-quarters of the entire membership of the Board of Directors. Any reinstatement shall be reported to the Fellow Membership by mail communication or official publication of the Association.

Section 7. Resignation of Membership: Resignation of members may be offered at any time. Actions on such resignations and applications for reinstatement of resigned members shall be taken by the Board of Directors under such provisions as the Board may prescribe. The Board of Directors may make separate provision for action on resignations of members not in good standing or against whom disciplinary proceedings or investigations are pending or as to whom or to whose firm a practice-monitoring review has begun but has not been completed, and the resignations would make the firm or member ineligible to enroll in an approved practice-monitoring program, and on applications for reinstatement of persons whose resignation was accepted when in such classification.

Section 8. Disciplinary Sections Not to Be Applied Retroactively: Sections 3 and 4 shall not be applied to offenses of wrongful conduct occurring prior to their effective dates, but such offenses shall be subjected to discipline under Bylaws of the Association in effect at the time of their occurrence.

ARTICLE XI

Amendments

Section 1. Initiation: An amendment to the Bylaws may be initiated by the Board of Directors. A resolution proposing an amendment to the Bylaws may be introduced by a member of the Board of Directors at any regular meeting of the Board. The resolution may be voted on at the next regular meeting, or at any subsequent regular meeting of the Board of Directors, provided all members of the Board are informed that the resolution will be voted on at that time. Approval of the resolution shall require an affirmative vote of at least a majority of the entire membership of the Board of Directors.

An amendment to the Bylaws may be initiated by a petition signed by at least two percent of the Fellow Members of the Association, determined as of the June 30 preceding the submission of the petition, and submitted to the Secretary. The Secretary shall submit the proposed amendment to the Board of Directors at the next regular meeting of the Board. The Board of Directors shall approve or reject the proposed amendment within ninety days after the meeting at which it has been submitted by the Secretary.

Section 2. Adoption: Any proposed amendment approved by the Board of Directors, and any proposed amendment initiated by petition and rejected by the Board of Directors, shall be submitted to the Fellow Membership for vote by mail or electronic ballot within thirty days after action by the Board of Directors. Adoption of the proposed amendment shall require an affirmative vote of at least a majority of the votes cast within thirty days after transmittal of the ballots.

Amended 3/11/2022