MISSOURI SOCIETY OF ENROLLED AGENTS BYLAWS
Name, Principal Office, Purposes and Restrictions
The name of this organization is the Missouri Society of Enrolled Agents, Inc.
1.02 – Principal Office
The principal office of the Society is located at 4243 NE Lakewood Way, Suite 101, Lee’s Summit, MO. The Board may change the location of the principal office.
The purposes of the Society are:
(a) To provide an organized professional development program for Enrolled Agents and Associates;
(b) To develop a statewide organization of members and local chapters as the basis of an effective state and national organization;
(c) To represent the interests of the Missouri Society members as part of the National Association of Enrolled Agents (NAEA);
(d) To represent the Enrolled Agent on the state level with all government agencies;
(e) To promote and protect the interests of Enrolled Agents;
(f) To exercise all rights and powers conferred on nonprofit corporations under the law of the State of Missouri.
All policies and activities of the Society shall be consistent with:
(a) Applicable federal state and local antitrust trade regulations or other legal requirements and
(b) Applicable tax exemption requirements.
Definitions and Parliamentary Authority
2.01 Local Chapters
A local chapter is a group formed within a specific geographical area in the state of Missouri. Chapters shall be governed by the bylaws of the state Society. Members of a local chapter must be members of the state Society and the NAEA.
2.02 Circular 230
“Circular 230” means the United States Treasury Department Circular 230, Title 31 Code of Federal Regulations Subtitle A, Part 10, as amended.
“Members” shall refer to both Members and Members Emeritus.
(a) The term “Associate(s)” will include any individual who is not an enrolled agent and who is engaged in some aspect of the practice of tax.
(b) The term “Academic Associate” will refer to students and instructors who provide proof of enrollment or instruction in colleges or professional schools in tax, accounting, or finance.
The “time” of notice referred to in these bylaws is defined as follows for:
1. U.S. mail, the date stamped by the USPS;
2. Hand-delivery, the time of notice as shown on the record of an IRS-approved carrier;
3. Electronic notice, the time stamped on the originating e-mail.
2.06 Parliamentary Authority
Unless otherwise specified in these bylaws, the rules contained in the current edition of Robert’s Rules of Order Revised shall govern the Society in all cases to which there are not inconsistent with the law
3.01 Qualifications and Rights of Membership
The Society will have two classes of Members: Member and Member Emeritus. Individuals must be a member in good standing of the National Association of Enrolled Agents to be a member of the Missouri Society of Enrolled Agents.
(a) Membership in the Society is limited to those persons holding a current Enrollment Card issued by the United States Treasury Department, Internal Revenue Service, and those persons qualifying under Sections 5.03(b) and (c) Status with the Internal Revenue Service of these bylaws.
(b) Membership shall include all members located within the geographical boundaries of the state of Missouri
(c) Membership shall include residents of states geographically adjacent to Missouri providing the affiliate of the state agrees to allow them to transfer membership to the Society and whose bylaws contain a similar provision allowing Missouri residents who may elect to transfer their state membership to that other state.
3.03 Member Emeritus
A Member Emeritus will be a person who has been a Member for the preceding five years and who is on “inactive retired status” under Circular 230. A Member Emeritus will not be required to fulfill the requirements for continuing professional education (CPE). The Board may waive the requirement of membership for the preceding five years.
3.04 Member Obligation to Follow Association Rules
Each Member of this Association agrees to abide by these bylaws and any amendments thereto, and by the lawful actions of the Board or the voting Members of the Association. In particular, without limitations. Each member shall annually report to NAEA the fulfillment of these requirements, and shall abide by the NAEA Code of Ethics and Rules of Professional Conduct and these bylaws. .
3.05 Member Liability
No Member will personally or otherwise be liable for any obligations of the Association.
3.06 Non-Member Affiliations
(a) Associate Matters:
• The Board will determine all other matters including but not limited to: dues, period of affiliation, qualifications, restrictions, privileges and benefits, discipline and termination
of Federally Authorized Practitioner Associate(s) and Associate(s) status
• Associates will abide by the Association’s Code of Ethics and Rules of Professional Conduct
• Associates will be required to meet the same CPE requirements as Members and annually report to the Association the fulfillment of those CPE requirements
• No enrolled agent or other individual who has been removed from practice under the provisions of Circular 230 will qualify for Associate status
• Associates shall not have the right to vote on any issue that comes before the Association
• Associates shall not hold elective office in the Association.
(b) Academic Associate Category
• Individuals who are defined in Circular 230 or those who have been removed from practice under the provision of Circular 30 are not eligible for this category
• Students and instructors eligible for this category must provide proof of enrollment or instruction in colleges or professional schools in tax accounting or finance
• Academic Associates will not retain voting rights nor will they be eligible to hold elected office. Members of this category will abide by the Association’s Code of Ethics and Rules of Professional Conduct
• Students may retain this classification of membership for a period of no longer than ten years before full associate or regular membership dues will be required. Instructors may belong
to this category so long as requirements for eligibility are met
• Membership benefits and dues shall be under the purview of the Board.
Membership Dues and Assessments
4.01 Setting Annual Dues
The Board of Directors will set the amount of the annual dues for membership. The amount of the annual dues will be noticed to the membership no later than sixty days after the Board has voted to change the annual dues or ninety days prior to the close of the fiscal year, whichever occurs first.
4.02 Payment of Dues
Membership dues are due and payable annually per methods approved by the NAEA Board. Once submitted, dues remain the property of the Association unless membership is rejected upon application.
The Board may, upon affirmative vote of two-thirds majority of the Directors, levy such additional assessments as are necessary to carry out the activities of the Association.
5.01 Cessation of Membership
Occurrence of any event that renders a member ineligible for membership, or failure to satisfy or to continue to satisfy membership qualification shall terminate membership in the Society.
5.02 Status with Internal Revenue Service
(a) Any Member whose enrollment to practice before the Internal Revenue Service (IRS) is temporarily suspended for any reason by the issuing authority shall automatically be suspended from membership during the period of suspension to practice before the Service. Any Member whose enrollment to practice before the IRS is permanently terminated by the issuing authority will be automatically be expelled from the Society.
(b) Notwithstanding any other provisions of these bylaws, any person whose enrollment to practice before the Internal Revenue Service is canceled by virtue of issuance of a state license to practice as a Certified Public Accountant or admission to practice before the Bar of any state or higher jurisdiction if said reason is the sole reason for cancellation of enrollment, shall be eligible for membership in the Society, provided said person meets all other criteria for membership.
(c) Notwithstanding any other provisions of these bylaws, any person who is not allowed to practice before the Internal Revenue Service by virtue of acceptance of a position in government service if said reason is the sole reason for not being able to practice before the Service, shall be eligible for membership in the Society provided said person meets all other criteria for membership.
6.01 Annual Convention
The Annual Meeting of the Members will be held at a place and time selected by the Board of Directors.
6.02 Call to Convention
The President shall issue a “Call to Convention” at least thirty (30) days prior to the set date. Such notice will be in writing and will include:
1. The place, date and time of meeting
2. An agenda for the business meeting of the Convention
3. The report of the Nominating Committee, including a list of the nominees
4. The text of any proposed bylaws changes with the analysis of the Bylaws Committee, including any minority report.
A quorum at the convention shall be a majority of the members present at the beginning of the convention. A quorum at a special meeting of the members will be five percent of the members of the Society. If less than one-third of the members are present at the convention or special meeting, the only bylaws proposals that may be voted on are those where notice of their general nature was given under these bylaws at the Missouri Corporations Code.
Each Society member is entitled to one vote on each matter to be decided at the Annual Meeting of the Society. Cumulative and proxy voting will be prohibited. All matters brought before the Annual Meeting of the Society shall be decided by a majority of those voting.
7.01 The Board of Directors
(a) The Board of Directors of the Society shall consist of the Immediate Past President, the Officers of the Society and one Director for each 30 members or major fraction thereof on September 1, except that the number of the Board shall not exceed twelve (12). The Board shall set the actual number of Directors.
(b) The Executive Director shall be a non-voting member of the Board of Directors.
7.02 Qualifications and Terms of Office
Only Members will be eligible to serve on the Board of Directors. The President and the Vice President shall be elected for one (1) year terms, with the right to serve consecutively. The Secretary, Treasurer and Directors shall be elected for two (2) year terms with the right to serve consecutively, consecutive two-year terms. An appointed term or elected term of less than two years will not exclude a Director from serving the allowed full terms. The term of office begins immediately following the installation ceremony at the annual meeting
7.03 Removal of Directors
Any Board member who fails to attend at least two-thirds (2/3) of the duly announced Board meetings in one years, Annual Meeting to Annual Meeting, shall not be eligible for re-election to the Board in any capacity. The Board of Directors may, by a two-thirds (2/3) vote of those present, excuse such member from this requirement for one year at a time, upon the member’s written request. When a board member consecutively misses two (2) duly announced Board meetings, the Board of Directors may by a two-thirds (2/3) vote of those present remove that member from the Board.
If a seat on the Board of Directors becomes vacant for any reason, the Board of Directors may elect a member to fill the vacancy until the next Annual Meeting.
8.01 Call of Meetings
A meeting of the Board of Directors may be called by the President, or by written request of five (5) members of the Board.
8.02 Time and Place of Meetings
The time and place for all meetings of the Board of Directors shall be fixed and determined by the President, with the approval of the Board.
8.03 Notice of Meetings
Written notice of meetings shall contain an agenda and be sent by mail, electronic notice or confirmed facsimile transmission to the members of the Board at least seven (7) days prior to the meeting by the Secretary or designee.
8.04 Open Meetings
All meetings of the Board of Directors shall be open to the members, except when an ethics or professional conduct issue or personal issues is before the Board. Members attending open Board meetings have the privilege of voice.
A quorum for a meeting of the Board of Directors shall be a majority of those members.
9.01 Officers of the Society
The Officers of the Society will be a President, the Vice President; the Secretary and the Treasurer. Officers must be members of the Society.
The President will be the Chief Executive Officer of the Society and shall exercise general supervision of the affairs of the Society. The President shall preside at all member and Board meetings. The President shall have such other powers and perform such other duties as the Board or the bylaws prescribe.
9.03 Vice President
The Vice President shall, in the absence or disability of the President, perform the duties of the President. Int the event that the President leaves office the Vice President shall serve as President until election or removal from that office at the next Annual Convention.
The Secretary shall be responsible for recording of the minutes of the Annual Meeting and all meetings of the Board of Directors. The secretary shall ensure filing of the Annual Registration with the Secretary of State. The Secretary shall have such other power and perform such other duties as the Board or the bylaws prescribe.
The Treasurer will be the chief financial officer of the Society and shall receive all funds of the Society. The Treasurer shall be responsible for the preparation of the tax return of the Society. The Treasurer shall maintain complete records of all the financial affairs and transactions of the Society, and shall render periodic reports to the Board of Directors and at the Annual Meeting. The Treasurer shall have such other power and perform such other duties as the Board or the bylaws prescribe.
10.01 Committee Members
All committee chairpersons and members shall be members of the Society. The President and the Executive Director shall be ex-officio members of all committees, except the Nominating and Ethics and Professional Conduct committees.
10.02 Nominating Committee
The Immediate Past President shall be the chairperson of the Nominating committee. Prior to the close of the first Board Meeting of the current term of office, the Board shall elect not less than two but no more than four additional members from the past presidents of the organization. This committee shall report to the membership no later than thirty (30) days prior to the Annual Meeting in the Call to Convention.
10.03 Standing Committees
The Standing Committees of the Society shall be:
(e) Government Relations
10.04 Task Force Committee
The President may appoint such task force committees as deemed appropriate and shall report the formation of any such committees at the next Board of Directors meeting.
10.05 Reports and Recommendations
Reports and recommendations of committees shall be submitted to the Board of Directors. Each committee chairperson shall make a report to the members at the Annual Meeting.
11.01 Fiscal Year
The fiscal year of the Society shall be July 1 through June 30.
Amendment of Bylaws
12.01 Procedures to Amend Bylaws
Amendments to these bylaws requested by the Board of Directors shall be passed by a majority vote of the Members at the Annual Convention. Amendment proposals from the floor at the Convention may be passed by two-thirds (2/3) vote after discussion
The dissolution (or winding up), of the Society shall follow the provisions of the Missouri Corporation Code. Upon dissolution, assets of the Society remaining after payment or provision for payment of all debts and liabilities of the Society, and after compliance with the Internal Revenue Code for distribution of any assets held in a charitable trust, shall be distributed to the National Association
The By-Laws were re-typed from old copies on December 1, 2018 by Sheryl R. Gorman EA, NTPI Fellow, MOSEA Secretary. No revisions were made.