Central Arizona Chapter of Enrolled Agents


Article VIII       Board of Directors and Officers

8.01 The Board of Directors.  Only Members shall be eligible to serve on the Board of Directors. The Board shall be the governing body of the Chapter and shall have the authority and responsibility for the supervision, control and direction of the Chapter. The Board shall be composed of the President, Vice President, Secretary, Treasurer, Immediate Past President, and at least six (6) but not more than twenty (20) directors at large. 

8.02 Election of Board Members.  Officers and directors at large shall be elected during the Annual Meeting of the Chapter by a majority of the total votes cast.  Voting for elections of Officers and Directors shall include not only votes cast by Members registered for, and whose attendance has been verified at the Annual Meeting, but also shall include Member votes cast prior to the Special Meeting via mail ballot, email, or other electronic or other approved means as the Board may direct. 

a.      Officers. The President and Vice President shall be elected by the Members to serve a two-year term from the time of installation until their successors have been elected and installed.  The Immediate Past President automatically shall assume that office upon election and installation of a successor as President.  The Secretary and Treasurer shall be elected and installed to serve a one-year term from the time of installation until their successor(s) have been elected and installed.  The offices of Secretary and Treasurer may be combined, as the Board shall direct.The Officers shall have such authority and responsibility as is customary for their respective offices and in accordance with the law, these Bylaws, and any other policies and procedures of the Chapter that may be in effect.

b.      Directors at Large. Directors at large shall be elected in accordance with procedures set forth in these Bylaws during the Annual Meeting of the Chapter to serve a one (1) year term.

8.03 Duties and Responsibilities 

a.      President.  The President is the chief executive officer of the Chapter and shall preside at all meetings and shall be an ex-officio member of any committee appointed by the Board, and carry out those duties and responsibilities that, with the approval of the Board, may be necessary to follow the provisions of these bylaws to protect the rights and interests of the Chapter, its Members and Associates.

b.      Vice President.  The Vice President shall assume the duties of the President in the absence of the President and assist the President as otherwise requested.

c.      Secretary.  The Secretary shall be the official keeper of all Chapter board minutes, and shall serve as custodian for all papers, correspondence, tax returns and historical documents in safekeeping, including the bylaws and all amendments and revisions thereto.

d.      Treasurer.  The Treasurer is the chief financial officer of the Chapter and shall keep its financial records and report its financial condition to the membership as directed by the Board, but at least once a year at the annual meeting; and to ensure the required financial reports are timely submitted to AzSEA, as required. The Treasurer shall cause all funds received by the Chapter to be promptly deposited to the credit of the Chapter in such bank accounts as the Board shall authorize.

e.      Immediate Past President.  The Immediate Past President shall be the last person who held the position of President and shall have such powers and perform such duties as the Board or these bylaws may prescribe.

f.        Directors. Directors shall carry out their appointed or volunteer duties in a conscientious and professional manner.

8.04 Vacancies.  Vacancies shall be filled in the following manner:

a.      If the office of President becomes vacant prior to the expiration of the current term of office, the Vice President shall succeed to the higher office and the Board shall elect a Member to serve the remainder of the former Vice President’s unexpired term.  If both offices become vacant, the Board shall elect Members to serve as President and Vice President for the remainder of the unexpired terms. The board may appoint another Past President to fill the remaining term for the vacancy in the office of the Immediate Past President, if desired. 

b.      If the offices of either the Secretary or Treasurer become vacant, the Board shall establish procedures to select a Member to assume these duties for the remainder of the unexpired term(s).  

c.      In the event a serving director at large is subsequently elected an officer of the Chapter, or is unable to serve for any other reason, the Board may select a Member to fill the vacancy until the next election, at which time a nominee may be submitted for election.

8.05 Removal of a Board Member.  An Officer or Director of the Board may be removed from office by the Board for an unexcused absence at any two (2) scheduled meetings of the Board per year.  An excused absence shall be arranged by communication with the President at least 24 hours prior to the meeting. Additionally, the Board, in a special meeting, shall have the authority to remove a Board Member or committee person for cause, using such procedures as the Board may establish, except that a removal for cause shall require a 2/3 affirmative vote of all the Board Members then elected or appointed, excluding the Board Member under scrutiny.  Removal may be for neglect of duty, incompetence, misconduct, or as the Board may deem necessary for the good of Chapter order and discipline and/or as set forth in the AzSEA Bylaw’s,  Policies or NAEA Code of Ethics and Professional Conduct Procedures.

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