Articles and By-Laws

The Alabama Society of Enrolled Agents (ALSEA) is a 501c3 organization whose membership is made up of Enrolled Agents that reside in the State of Alabama and is an "Affiliate" organization of the National Association of Enrolled Agents (NAEA).

Article I - Name and Location

Section 1. Name:
The name of this Corporation shall be the "Alabama Society of Enrolled Agents." (hereinafter, the "Society").

Section 2. Location:
Offices of the Society shall be located in Birmingham, Alabama, or as otherwise directed by the Board of Directors.

Section 3. Subsidiary offices:
Subsidiary offices of the Society may be established by the Board of Directors as needed.

Article II- Affiliation

Section 1. This Society shall be and hereby is affiliated with the National Association of Enrolled Agents (hereinafter, the NAEA), and is subject to the Constitution and By-laws of that body insofar as they affect and prescribe the functions of this local Society. Where they are in conflict with these By-Laws, the By-laws of the NAEA shall govern.

Article III- Objectives

Section 1. Qualification:
The qualification for membership in this Society shall be active membership in good standing in the NAEA.

Section 2. Associate Membership:
Associate membership may be conferred upon, EA's and CPA's not members of NAEA at the sole discretion of the Board of Directors of the Society (hereinafter, the "Board").

Section 3. Application for Membership:
All applicants for membership shall complete and sign the form of application provided by the NAEA and submit the application to the National NAEA office.
Section 4. Rights of Members:
Each member shall be entitled to one vote on each matter required by law, the Articles of Incorporation or these By-laws to be submitted to a vote of the members.

Section 5. Removal and Termination
Section 5(a) Removal: Members may be removed from membership for cause by the National NAEA Board of Directors in accordance with the NAEA By-laws and procedures. For any cause other than non-payment of dues, removal shall occur only after the member in questinon has been given ample opportunity for defense.
Section 5(b) Termination: A person's membership in the Society shall automatically terminate in the event of non-payment of dues.

Section 6. Reinstatement:
A former member desiring a continuous membership record may be reinstated on showing proof of qualification and paying all dues in arrears. However, if a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying current year's dues. Any member removed from membership for cause, other than for non-payment of dues, may be reinstated only by action of the Board of Directors.

Section 7. Resignation:
Any member may resign by filing a written resignation with the National office of the NAEA; resignation shall take effect at the later of the time specified in the resignation letter,or, if no such time is specified, at the time of receipt by the NAEA. Such resignation shall not relieve the member so resigning of the obligation to pay any dues, or any charges, theretofore accrued and unpaid.

Article V- Dues

Section 1. Membership dues and assessments: Membership dues shall be established from time to time by the NAEA Board of Directors. A voluntary member assessment shall be established by the Board of Directors to cover costs of meeting rooms, meals and other expenses. The local assessment shall be in addition to NAEA dues.

Section 1 (a). Due date: The local assessment shall be ninety (90) days after (see note 2 in appendix) the beginning of the Society's fiscal year.

Section 1 (b). Annual invoices: The Treasurer shall have responsibility for sending or causing to be sent annual invoices for local assessment to all members who are active at the end of the preceding fiscal year.

Section 2. Refunds: No dues or local assessments shall be refunded to any member whose membership terminates for any reason.

Article VI- Board of Directors

Section 1. Composition of the Board:
The number of Directors shall be not more than eleven (11), consisting of President, Vice President, Secretary, Treasurer, the Immediate Past President and six (6) Directors at Large. The size and composition of the Board may be changed by amendment to these By-laws. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

Section 2. Authority and Responsibility:
The Board of Directors shall direct, supervise, control and manage the property and affairs of the Society, its officers, committees, and publications; shall determine its policies or changes therein; shall actively pursue the objectives of the Society; and shall manage the receipt and disbursement of Society funds.

Section 3. Election and Term:
Effective July 1, 2002 (see note 1 in appendix) the officers and Directors of this Society shall be elected for a term of two years (see note 1 in appendix), by annual election in the manner prescribed in Article VII of the By-laws, except as provided in Section 4 of this Article. Newly-elected officers and directors shall take office immediately. The officers of the Society shall be members of the Board of Directors.

Section 4. Vacancies:
Vacancies on the Board, or newly created Directorships, shall be filled by appointment by the President. subject to approval of a majority of the Board. Board members so appointed shall serve until the next annual election.

Section 5. Compensation of Directors:
Directors shall not receive any compensation for their services, but the Board of Directors by resolution may allow a fixed sum for reasonable expenses incurred in attending each regular or special meeting of the Board. The Board by resolution may allow certain advantages to the members of the Board to remunerate them for their services. Nothing herein contained shall be construed to preclude a Director from serving the Society in any other capacity and receiving compensation therefore.

Section 6 Meetings (a). Regular meetings:
Regular meetings of the Board shall be held at the time and place determined by the Board.

Section 6 Meetings (b). Notice:
Ten (10) days prior notice of all meetings of the Board of Directors shall be given by the Secretary or President and be delivered personally or sent by mail or e-mail to each Director at his address as shown by the records of the Society. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. Any director may waive notice of any meeting filing a waiver with the Secretary before, at, or following such meeting, or by appearing at such meeting, unless the appearance is solely for the purpose of asserting the illegality of the meeting. The business to be conducted at, or the purpose of, any regular or special meeting of the Board will be specified in the notice or in the waiver of notice of the meeting.

Section 6 Meetings (c). Special meetings:
Special meetings shall be held when called by the President or a majority of Directors. The time and place of, and business to be conducted at, such meetings shall be designated in the call thereof.

Section 6 Meetings (d). Quorum:
At any meeting of the Board, the attendance of a majority of the Directors then in office shall constitute a quorum.

Section 6 Meetings (e). Action by Unanimous Written Consent:
Any action required or permitted by law to be taken at a meeting of the Directors may be taken without the meeting if a consent in writing setting forth the action so taken shall be signed by all the Directors.

Section 6 Meetings (f). Attendance:
Attendance at regular Board meetings is required. If any Director fails to attend three (3) consecutive regular Board meetings without satisfactory reason, the President may declare that Directorship vacant and proceed to fill such vacany.

Section 6 Meetings (g). Parlimentary Procedure:
Board meetings will be conducted in accordance with ROBERT'S RULES OF ORDER, Revised.

Section 7. Removal:
A Director may be removed from the Board for cause. Cause shall include non-attendance at regular Board meetings, as described in Section 6 (f) above; failure to carry out the responsibilities of his office as described in Article X; conviction in a court of law for a felony; any violation of the Code of Ethics; or other cause which impairs such Director's ability to perform the duties of his Directorship, provided, however, that such removal may not be effective without due process of law where applicable.

Secction 8. Committees:
The President shall annually appoint such standing committees, special sub-committees, and task forces and their chairpersons as shall be deemed appropriate by the Board. The President shall be a voting member of all committees.

Article VII- Elections

Section 1.
Biannual (see note 1 in appendix) elections will be held at the annual membership meeting in May, and the newly elected officers will take office immediately. The Society's fiscal year will be May 1 throughout April 30. (see note 2 in appendix)

Section 2.
Not less than sixty (60) days prior to the elections, the Vice President shall convene a nominating committee consisting of not less than five members. This committee shall present a full slate of names of the officers and Directors to be elected at the annual membership meeting. Any person nominated must be a member in good standing and must give his consent to being nominated for such office.

Section 3. Nominations:
At this meeting to be held not less than thirty (30) days prior to the annual election, the nominating committee shall provide to the members nomination for President, Vice President, Secretary, Treasurer and six (6) Directors at Large. Additional nominations from the floor will be accepted at this time, provided the nominee accepts. If a member is nominated for office from the floor in absentia, the nominee must have accepted the nomination in writing, such acceptance to be presented to the Chair of the Nominating Committee at the time of the nomination.

Section 4.
Any regular member of the Society shall be eligible to hold office, except as provided in Section 4 (a) next. Section 4 (a). Only a Board member of the immediate prior fiscal year shall be eligible to hold the office of President.
Section 5. Removal and Termination

Section 5(a) Removal: Members may be removed from membership for cause by the National NAEA Board of Directors in accordance with the NAEA By-laws and procedures. For any cause other than non-payment of dues, removal shall occur only after the member in questinon has been given ample opportunity for defense.
Section 5(b) Termination: A person's membership in the Society shall automatically terminate in the event of non-payment of dues.

Section 6. Reinstatement:
A former member desiring a continuous membership record may be reinstated on showing proof of qualification and paying all dues in arrears. However, if a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying current year's dues. Any member removed from membership for cause, other than for non-payment of dues, may be reinstated only by action of the Board of Directors.

Article VIII- Meetings of Members

Section 1. Annual Business Meetings:
The annual business meeting of the Society shall be held at such place and on such date as may be determined by the Board.

Section 2. Special Meetings:
Special meetings of the Society may be called by the Board at any time, or by the President upon receipt of a written request by 20 percent of the membership, within thirty (30) days after the filing of such request. The business to be transacted at special meetings shall be stated in the notice thereof, and no other business may be considered at that time.

Section 3. Notice of Meetings:
Written notice of any meeting of the Society shall be mailed to the last known address of each member no less than ten (10) days before the date of the meeting. Such notice may be included as part of a newsletter, magazine, or other publication.

Section 4. Voting:
At all meetings of the Society each member shall have one (1) vote, and may take part and vote in person only, except as provided in Article VII, Section 5 of these By-laws. Unless otherwise provided by these By-laws, a majority of those members present and voting shall govern.

Section 5. Quorum:
At any annual business meeting or special meeting of the members, a quorum shall consist of those members present at said meeting, provided that no less than twenty-five percent and voting shall govern.

Section 6. Cancellation or postponement of Meetings:
The Board of Directors may cancel or postpone an annual or special meeting for cause.

Section 7. Rules of Order:
The meetings and proceedings of this Society shall be regulated and controlled according to ROBERT'S RULES OF ORDER (Revised) for parliamentary procedure, except as may be otherwise provided in these Bylaws.

Article IX- Powers and Duties of Officers

Section 1. President:
The President shall be the chief executive officer of the Society. He shall preside over all meetings (except as provided in Section 2, below). He shall have general and active management responsibilities of the business of the Society and shall see that all orders and resolutions of the Board are carried into effect. He shall serve as an ex-officio, voting member of all standing and special committees of the Society. He shall have the general power and duties of supervision and management usually vested in the President of a corporation.

Section 2. The Vice President:
The Vice President shall, in the absence of the President, serve as acting President. He shall work closely with the President in carrying out all order and resolutions of the Board.

Section 3. Secretary:
The Secretary shall given notice and when possible shall attend all meetings of the membership, the Board and executive committee, and shall preserve in the books of the Society true and complete minutes of the proceedings of all such meetings. He shall safely keep in his custody the seal of the Society if one is hereafter adopted, and shall have authority to affix the same to all instruments where its use is required and duly authorized in accordance with the provisions of the law and of these By-laws. He shall keep a register of the post office address of each member, and in general perform all duties as may be delegated to him by the Board of the Directors or by the President of the Society.

Section 4. Treasurer:
The Treasurer shall be responsible for the collection of dues, shall keep the books of the Society, shall disburse funds at the direction of the Board, and shall be responsible for the timely filing of tax returns. He shall provide an annual financial statement to the Board and such periodic summary statements as may be requested by the President or the Board. If required by the Board, he shall deliver to the President of the Society, and shall keep in force, a bond in form, amount and with surety and sureties satisfactory to the Board, conditioned for the faithful performance of the duties of his office, and for restoration to the Society in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, receipts, money and property of what ever kind in his possession or under his control belonging to the Society.

Appendix

Note 1- Changed to biannual elections for officers effective July 1, 2002 Upon action taken at annual meeting May 30, 2002.

Note 2- Fiscal year changed to end April 30th upon action taken at annual meeting May 30, 2002.