Chapter By-Laws, revised 4, 2003
Article I – Name
Article II – Association Purpose and
Objectives
Section 1. Purpose
Section 2. Objectives
Article III – Code of Ethics
Section 1. Purpose
Article IV – Membership
Section 1. Members
Section 2. Full Member
Section 3. Retired Member
Section 4. Student Member
Section 5. Duties of Members
Section 6. Resignation of Members
Section 7. Removal of Members
Article V- Meeting of Members
Section 1. Call to Meeting
Section 2. Notice of Meetings
Section 3. Quorum
Section 4. Voting Rights
Article VI-Association Governance
Section 1. Board of Directors
Article VII-Officers and Board Members
Section 1. Officers
Section 2. Board Members
Article VIII-Nomination, Election and Filling
of Vacancies for Officers
Section 1. Nominations
Section 2. Campaigning
Section 3. Balloting
Section 4. Election Results
Section 5. Filling of Vacancies
Article IX-Board, Committees, Council and
Task Forces
Section 1. Formation
Article X-Fiscal Year
Section 1. Fiscal Year
Article XI-Financial Responsibilities
Section 1. Authority
Article XII-Dues
Section 1. Dues Rates
Section 2. Waiver of Dues-Military Dues
Article XIII-Dissolution
Article XIV-Parliamentary Authority
Article XV-Amendments
Section 1. General
Section 2. Origination of Bylaws and Policies and Procedures Amendments
Article XVI-Liability of Officers and
Indemnification
Section 1. Limitation on Liability
Section 2. Indemnification
The name of this organization is the Association of Government Accountants, Chattanooga Chapter (hereinafter referred to as “the Chapter”). This Chapter is a part of the Association of Government Accountants (hereinafter referred to as “the Association” or “AGA”).
Article II - Association Purpose and Objectives
Section 1. Purpose
AGA serves professionals in the financial management
community by providing quality education, fostering professional development and
certification, and supporting standards and research to advance government accountability.
The purpose of the Association and Chapter is to be a
professional organization dedicated to the advancement of government financial
management. The Association shall serve its members by providing or sponsoring
appropriate educational programs, encouraging professional development, influencing
governmental financial management policies and practices and serving as an advocate for
the profession. The Association shall serve government officials and the public by
sponsoring efforts to ensure full and fair accountability for all public monies and by
providing a variety of pro bono services throughout the United Association and its
territories that support that end.
Section 2. Objectives
The Association and Chapter shall have the following
objectives:
(a) Primarily to instruct, train and inform financial
managers in the fields of accounting, auditing, budgeting, systems, and financial
management. This continuing education process will provide for the professional
development of government financial managers so that they may better serve the public.
(b) To encourage and provide education events for the
interchange of ideas among financial managers in government service and among government
and non-government financial managers.
(c) To contribute to the advancement of financial management
principles and standards and through educational events promote appropriate utilization of
financial management methods and techniques to improve management control and
accountability to the public.
(d) To bring together professional financial managers in the
government and the community for educational and other constructive endeavors.
(e) To promote the observance of professional standards and
ethics in the accomplishment of government financial management activities.
(f) To recognize the unique skills and knowledge required of
professionals who specialize in government financial management by sponsoring a
professional certification program.
Section 1. Purpose
In order to foster the highest professional standards and
behavior, and exemplary service to all levels of government, the Code of Ethics has been
developed as guidance for the members of the Association, certified government financial
managers (CGFMs), and for the information of their employers. AGA members and/or
CGFMs are expected to abide by the Association’s Code of Ethics and the Chapter has
adopted the AGA Code of Ethics.
Section 1. Members
As established in the Bylaws of the Association, the members
of the Chapter shall consist of Full Members, Early Career Members, Special Early Career
members, Retired Members, Lifetime Members, Honorary Members and Corporate Members.
Section 2. Full Members
This class of membership requires six or more years of
government experience acceptable to the Membership Committee, involving the professional
performance of financial management activities in an operational, administrative and/or
supervisory capacity. This class is also available to individuals with similar
experience outside the government who are engaged in educational or private sector
activities having the same objectives as the Association, or who have made a contribution
toward the improvement of government financial management.
Section 3. Early Career Members
This class of membership is available to individuals whose experience does not meet the quantitative (i.e., 6 or more years) and/or qualitative requirements for full membership.
Section 4. Special Early Career Members
This class of membership is available to individuals in their first year of employment and/or college/university students. This class of membership is not available to individuals who have been employed in the financial management field for one (1) year or more.
Section 5. Retired Members
This class of membership is available to individuals who have retired from and are no longer substantially working in the government financial management community.
Section 6. Lifetime Members
This class of membership is to be designated at the discretion of the National Executive Committee to recognize a member’s distinguished service to the Association over a sustained period of time.
Section. 7. Honorary Members
This class of membership is to be designated at the discretion of the National Executive Committee to recognize distinguished service to the Association and/or exemplary contributions to governmental financial management. Only highly noteworthy national recognized individuals who cannot meet the requirements for a full or retired member will be considered.
Section 8. Corporate Members
This class of membership is available to commercial activities/ventures (e.g., company, corporation, partnership, and sole-proprietor) that are actively engaged in and support AGA’s purpose and objectives.
Section 9. Duties of Members
It is the duty and responsibility of members to:
(a) Endorse the purpose and objectives of the Chapter and the
Association:
(b) Uphold and be guided in their professional conduct by the
Association’s Code of Ethics; and
(c) Cooperate with AGAs Professional Ethics Board in any
investigations of violations of the Code of Ethics.
Section 10. Resignation of Members
Members may resign at any time, except that no member shall be permitted to resign while under investigation for a violation of the Association’s Code of Ethics.
Section 11. Removal of Members
(a) Disciplining of members is performed by the
Association under the terms of the AGA Bylaws and as provided in the Association’s
Policies and Procedures.
(b) A member who has been appropriately invoiced and who
fails to pay his or her membership dues for a period of two months after the due date
shall be suspended automatically as a member of the Association. Suspended members
who continue to fail to pay their membership dues shall be removed automatically from the
rolls of the Association four months after the suspension date.
(c) The National Executive Committee as provided in the
Association’s Policies and Procedures may suspend membership in the Association.
Section 12. Reinstatement
The Association’s National Executive Committee may
prescribe the conditions, policies and procedures under which members may be reinstated.
Article V - Meetings of Members
Section 1. Calls to Meeting
General membership meetings to advance the objectives of the
Chapter may be called on such dates and at such times and places as may be designated by
the Chapter President.
Special membership meeting may be called by members having at
having at least 2/5 of the votes entitled to be cast at such meeting.
Section 2. Notice of Meetings
Notice of each general membership meeting of the Association must be provided to each member of the Chapter not less than twenty (20) days prior to the meeting. Notice of a special membership meeting must be provided to each member of the Chapter at least 3 days before the date of the meeting.
Section 3. Quorum
Fifty-One percent of the members or 40 members, whichever is less, shall constitute a quorum for the transaction of official business presented at any Chapter Meeting of the membership.
Section 4. Voting Rights
All members shall have the right to vote on Association and Chapter Matters. The usual occurrence will be the voting for National Officers and Chapter Officers and Directors. Each chapter member, through the member’s right to vote on chapter matter, elects the representatives to the Association National Board of Director’s
Section 5. Voting Actions
Matters requiring a vote by the Chapter members shall be
approved by a majority of the members present at a meeting at which a quorum is
present. Exceptions to the majority rule are: changes in the Chapter’s Bylaws
and the reversal of action of the Chapter Executive Committee (CEC) in regard to formal
policies and procedures of the Chapter, which require approval of two-thirds (2/3) of
those Chapter members. (See Article XV, Section 1. and 3.)
Article VI - Association Governance
Section 1. Chapter Executive Committee (CEC)
(a) The governing body of the Chapter shall be the CEC
consisting of the
following:
Chapter President (Chair of the CEC)
Chapter President-elect (Vice-Chair of the CEC)
Immediate Past Chapter President
Chapter Secretary,
Chapter Treasurer
Chapter Six (6) Directors
(b) CEC Meetings and Quorum: The CEC shall meet preferably
monthly at the call of the Chapter President or a majority of the members of the CEC. A
quorum for the CEC meetings is 6 persons.
(c) CEC Voting Action: Matters requiring a vote by the CEC
shall be approved by a majority of those present and voting.
(d) The President shall preside at all meetings.
In the absence of the President, the officer to preside shall be determined in the
following succession: President-elect, Immediate Past President, Secretary,
and Treasurer.
(e) In lieu of a meeting, the chapter President may
call for a poll vote (via mail, email, or phone) on matters requiring a CEC vote.
For poll votes, a majority of the CEC members is required to approve a matter presented.
(f) Unless precluded by other sections of the Bylaws and
without limitations regarding other matter, the CEC shall have among its responsibilities
the following matter:
a. Promulgate the policies and programs of
the Association and Chapter
b. Adopt an Annual Budget and approve
revisions thereof in excess of ten percent of budgeted expenditures.
Establish a Chapter dues schedule for all classes of Chapter
members.
c. Develop a Policy and Procedures Manual
for the Chapter and see that it is implemented. Also approve all changes in the
manual.
d. Review all actions and programs of the
Chapter’s Committees, Sub-committees, and Task Forces. The CEC may require a
Committee, Sub-committee or Task Force to appear before it at appropriate times.
Article VII - Officers and Directors
Section 1. Chapter Officers
(a) The Chapter Officers shall be the President,
President-Elect, Immediate Past President, Secretary, and Treasurer. There shall
also be no more than six (6) Directors.
(b) The President shall be the prior year’s
President-elect and shall serve for a one-year term in addition to any period in which
he/she filled a vacancy in the office of President.
(c) The President-elect shall be elected annually for a
one-year term as provided in Article VIII.
(d) The Treasurer shall be elected for a two-year term as
provided in Article VIII.
(e) The Secretary shall be elected for a two-year term as
provided in Article VIII.
Section 2. Chapter Directors
Three (3) Chapter Directors shall be elected annually for a two-year term as provided in Article VIII.
Section 3. Removal of Chapter Officers and/or
Directors
The responsibilities of Chapter Officers and/or
Directors are set forth in the chapter’s policies and procedures manual.
Chapter officers and/or Directors are expected to perform those duties. The Chapter
Executive Committee may remove any Chapter Officer and/or Director by a majority vote, if
the applicable Chapter Officer and/or Director are not meeting the stated
responsibilities.
Article VIII - Nomination, Election and Filling of Vacancies for Officers and Directors
Section 1. Nominations
(a) The Nominating Committee shall select from the names
submitted to it by any individual Chapter member, including a member of the Nominating
Committee, one candidate each for the offices of President-elect, Treasurer and Secretary,
and not more than (3) candidates for Directors, not later than March 1st of each
year. All nominees must indicate their willingness to serve if elected.
(b) To be eligible for office as President-elect, Treasurer,
Secretary or Director in the Chapter, a member must be a member in good standing.
(c) The Chapter Nominating Committee shall ensure that the
professional background of the President-Elect, Treasurer, Secretary, and Directors are
commensurate with the duties of these positions.
Section 2. Campaigning
Campaigning by candidates for elective office in not permitted.
Section 3. Balloting
(a) When there is a contest for an elective office, ballots
will be prepared in
such form as the Chapter’s Bylaws and Procedures
Committee may designate.
(b) If an election for the Chapter President-elect, Chapter
Treasurer, Secretary or a Director is required, the Chapter members shall cast the votes
after March 2nd and not later than March 31st.
Section 4. Election Results
Results of elections shall be tabulated as designated by the Chapter’s Bylaws and Procedures Committee, which shall certify the results to the President no later than April 15th. When there is not a contest for an elective office, the Bylaws and Procedures Committee shall certify the election to the Chapter President without ballot.
Section 5. Filling of Vacancies
(a) In the event of a vacancy occurring in the office of
President, the President-elect will succeed. In the event of a vacancy occurring in
the office of President-Elect, then the current Nominating Committee shall convene and
select a nominee for the vacant position under procedures promulgated by the Chapter
Executive Committee. Such procedures shall allow for an independent nomination and a
special election, if necessary.
(b) In the event of a vacancy occurring in the offices
of Secretary and/or Treasurer or Director before the term is completed, a Chapter
member will be appointed to serve the unexpired term. The current Nominating
Committee will select a candidate from among the most current candidates for office, and
names submitted to it by the chapter membership, and will make its recommendation to the
Chapter President. The President shall appoint the individual to fill the vacant
Secretary. Treasurer, or Director position, and the appointment shall be ratified by the
CEC.
Article IX - Board, Committees, Councils and Task Forces
Section 1. Formation
There shall be at least three standing committees, Executive, Nominating and Bylaws and Procedures. In addition, the Chapter President, upon ratification by the CEC, may establish such Committees, Sub-Committees and Task Forces as may be needed to assist the CEC and the Chapter President in carrying out the programs and operations of the Chapter.
Section 2. Membership
(a) The number of members comprising Committees and Task
Forces shall be determined by scope of responsibility and work assigned.
(b) The Chapter President shall appoint the Committee and
Task Force Chairs.
The Chair may serve more than one year. The Chapter
Executive Committee shall ratify chair assignments.
(c) The Chapter President shall appoint the members of each
Committee or Task Force in consultation with the Committee and Task Force Chair, ensuring
that the Committees and Task Forces, taken as a whole, are representative of the Chapter
membership.
(d) All members of Committees or Task Forces must be members
in good standing of the Association and Chapter.
(e) Nominating Committee: The Nominating Committee
shall consist of: the President-Elect, the immediate past chapter President, and up to
three (3) chapter members selected by the CEC. The Chapter President shall appoint
the Chairperson of the Nominating Committee from among its members.
Section 3. Terms of Office
(a) Member of Committees shall be appointed for a one-year
term. Members may be re-appointed for an additional term(s).
(b) Nominating Committee members will serve one-year terms,
which may be renewed.
(c) Members of Sub-committees and Task Forces shall be
appointed for the duration of the Sub-committee or Task Force.
Section 4. Responsibilities
The responsibilities of the Committees, Sub-Committees, and Task Forces shall be specified in these Bylaws and /or stated in the Policies and Procedures adopted by the Chapter Executive Committee.
Article X - Fiscal , Membership, and Program Years
Section 1. Fiscal Year
The Fiscal year of the Chapter shall end at the close of
business on the 30th day of June of each year. Note: The Association fiscal year
ends on March 31st.
Section 2. Membership and Recognition Year
The Membership and recognition year of the Association shall end at the close of business on the 30th day of April of each year.
Section3. Program Year
The Program year of the Association shall end on the close
of business on the 30th day of June of each year.
Article XI - Financial Responsibilities
Section 1. Authority
The Chapter Executive Committee shall have authority to prescribe such procedures, as it deems appropriate to assure adequate budgetary and financial controls for the Chapter.
Section 2. Budget
Approval of the budget by the Chapter Executive Committee
shall constitute authority for the responsible officials of the Chapter to obligate funds
as provided in the budget.
Section 1. Dues
(a) The Chapter portion of the annual dues rates for the
different classes and categories of membership shall be set by a two-thirds (2/3) vote of
the CEC. (See Article VI, Section 1. (e)(3)).
(b) A member who has been appropriately invoiced and who
fails to pay his or her membership dues for a period of two months after the due date
shall be suspended automatically as a member of the Association and the Chapter.
Suspended members who continue to fail to pay their membership dues shall be removed
automatically from the rolls of the Association four months after the suspension date.
(c) The National Executive Committee as provided in the
Association’s Policies and Procedures may suspend membership in the Association.
Section 2. Waiver of Dues- Military Dues
Any civilian member who is required to serve an initial tour of duty with the United States Armed Forces or who, as a reservist, is called upon to perform extended active duty shall be granted a leave of absence from the Chapter while performing such military duty. Upon request, the member’s dues shall be suspended for each fiscal year in which the tour occurs without any loss of rights and privileges to which the member was entitled prior to entering the military services.
In the event of liquidation, dissolution or winding up the business and affairs of the Chapter, whether voluntary or involuntary or by operation of law, the Chapter Executive Committee shall, after paying or making provisions for payment of all liabilities of the Chapter, dispose of all assets exclusively for the purpose of the Chapter or to such Association or organization as shall at the time qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future Internal Revenue Law), in such manner as the Chapter Executive Committee shall determine. Any assets not so distributed shall be disposed of by the United State District Court for the State of Tennessee exclusively for such purposes or to such corporations or organizations as said court shall determine are organized and operated solely for public purpose.
Article XIV - Parliamentary Authority
Robert’s Rules of Order, Newly Revised, shall govern all meetings of the Chapter unless otherwise provided by statute, the Articles of Incorporation of the Chapter, or these Bylaws.
Section 1. General
The power to make, alter, amend or repeal the Bylaws, Policies and Procedures shall be vested in the Chapter Executive Committee, provided that any such action of the Chapter Executive Committee can be overturned by a two-thirds (2/3) vote of the Chapter membership.
Section 2. Origination of Bylaws and Policies and Procedures Amendments
Proposed changes in these Bylaws and the Policies and
Procedures of the Chapter shall be submitted in the following manner:
(a) By proposal, in writing, to the President from any
Chapter Committee or the National Office.
(b) By proposal, in writing to the President signed by
fifth-one (51) percent of the membership.
Section 3. Processing Procedures
Proposals shall be submitted to the Chapter’s Bylaws and Procedures Committee. The Chapter Bylaws cannot contradict nor contain any ambiguity in relation to the AGA National Bylaws. After review and coordination with the initiator, appropriate changes along with Committee analysis shall be submitted to the CEC who shall submit Bylaws changes to the Chapter membership for a vote. An affirmative vote by two-thirds (2/3) of those Chapter members present and voting is required for approval. After ratification by the chapter membership the amendments to the chapter bylaws should be provided to the AGA National Office. Modifications to the Policy and Procedures Manual shall become effective upon approval by a majority of the CEC.
Article XVI - Liability of Officers and Indemnification
Section 1. Limitation on Liability
Notwithstanding any provision to the contrary, the real and personal property of the Chapter shall not be available to satisfy any of the Chapter’s corporate debts to ay extent whatever.
Chapter officers shall include those elected and appointed officers of the Chapter, members of the Chapter Executive Committee and those elected and appointed members of the Chapter’s duly constituted Committees and Task Forces.
Section 2. Indemnification
(a) The Chapter may indemnify any current or former
director, current or former officer, or any person who may have served at the
Chapter’s request as a director or officer of another Corporation, against expenses
actually and necessarily incurred by him or her in connection with the defense of any
action, suit, or proceeding in which he or she is made a party by reason of being or
having been such director or officer, except in relation to matters as to which he or she
shall be adjudged in such action, suit, or proceeding to be liable for negligence or
misconduct in the performance of a duty.
(b) Expenses, including attorney’s fees, incurred in
defending a civil or criminal action, suit or proceeding may be paid by the Chapter in
advance of the final disposition of the action, suit or proceeding as authorized by the
Chapter Executive Committee in the specific case, upon receipt of an undertaking by or on
behalf of the Chapter Officer or Director of the Chapter to repay such amount unless is
shall ultimately be determined that he or she is entitled to be indemnified by the Chapter
as authorized herein.
(c) The indemnification provided hereunder shall not be
deemed exclusive of any other rights to which those seeking indemnification may be
entitled under any applicable statute as amended from time to time, any bylaws, agreement,
vote of the members of the Chapter or disinterested directors or otherwise, both as to
action in their official capacity and as to action in another capacity while holding such
office. Such indemnification shall continue as to a person who has ceased to be a Chapter
Officer or Director of the Chapter and shall inure to the benefit of the heirs, executors
and administrators of such person.