CONSTITUTION AND BY-LAWS FOR

THE PENNSYLVANIA STATE UNIVERSITY

NATIONAL ASSOCIATION OF BLACK ACCOUNTANTS

Article 1 - Name and Object Article 2 - Membership Article 3 - Officers Article 4 - Committees Article 5 - Election of Officers and Executive Committee Article 6 - Meetings Article 7 - Dues, Fees and Assessments Article 8 - Quorum Article 9 - Order of Business Article 10 - Expulsion, Suspension or Removal of Officers & Members Article 11 - Suspension and Revocation of Chapter Article 12 - By-Laws Article 13 - Amendments to this Constitution Article 14 - Indebtedness Article 15 - Schedule - Schedule & Installation of Officers

ARTICLE I – NAME AND OBJECT

Section 1 – Name – The name of this organization shall be The Pennsylvania State University Chapter of the National Association.

Section 2 – Jurisdiction – Penn State NABA shall be a constituent and subordinate unit of the Association, subject to the general authority and jurisdiction of the Board of Directors of the Association.

Section 3 – Purpose and Aims – The purpose of and aims of The Pennsylvania State University Chapter of the National Association of Black Accountants shall be:

a. To assist and encourage members of minority groups in entering the accounting profession. b. To stimulate acquaintances and fellowships among members of minority groups. c. To provide opportunities for members of minority groups to increase their knowledge of accounting practices and methods and increase their individual capabilities. d. To united through membership in the Association, persons interested in enhancing opportunities for minority groups in accounting.

ARTICLE II – MEMBERSHIP

Section 1. N.A.B.A. prerequisites – Any person who is accordance with the principles and policies of the Association may become a member of this Association with the consent of the Board of Directors, by accepting the terms of the Constitution of the National Association of Black Accountants and the Constitution and By-Laws for Chapters, and by paying annually in advance the requisite membership fee as prescribed by the National Board of Directors. Membership in the Chapter shall include membership in the National Association.

Section 2. Membership in the Chapter – Members of the National Association in good standing where chapters are being formed, or who establish permanent residence in a community wherein a Chapter is in existence, may affiliate with the local Chapter and be entitled of their membership. They shall not be assessed annual membership fees by the Chapter until the expiration of the annual membership for which they have paid.

ARTICLE III – OFFICERS

Section 1. Officers.

Section 2. President – The duties of the President shall be:

                a. To preside at the meeting of the Chapter and to act as Chairperson of the Executive Committee.
                b. To appoint Chairmen and members of all committees not directly elected by the Chapter or the Executive
                    Committee.
                c. Between meetings of the Executive Committee and the Chapter and subject the approval of the Chapter, to
                    exercise general executive authority on behalf of the Chapter.
                d. To countersign all requisitions by the Secretary for disbursement from the Chapter treasury.
                e. To perform such other functions and exercise such further duties as may be voted from time to time by the
                f. Chapter or the Executive Committee.
                g. The President shall be ex-officio a member of all committees except the Election Procedures Committee.

Section 3. Vice-President – The duties of the Vice-President shall be to perform all duties of the President in his/her absence or disability. In case of more than one Vice-President, the Vice-Presidents shall be designated as first, second, third, etc., and shall perform their duties according to their numerical rank.

Section 4. Secretary – The duties of the Secretary shall be:
                a. To act as Secretary of the Chapter and the Executive Committee; to give due notice of all meetings of the Chapter
                    and the Executive Committee and record the same in a minute book or minute books, provided that in Chapters
                    employing paid staff, the responsibility of giving the membership required notice shall be discharged by said staff
                    under the supervision of the Secretary.
                b. To keep a record of all Chapter members and their dues, provided that wherever paid staff is employed such
                    duties shall be discharged by said staff under the supervision of the Secretary.
                c. To give receipts for all membership fees received and to transmit such fees to the Chapter; to send lists of all new
                    memberships and fees to the National Office by the fifteenth of the following month.
                d. To aid, coordinate and integrate the work of the several committees and divisions of the Chapter.
                e. To submit reports to the Chapter and the Executive Committee at all regular meetings of whenever required by
                    either body, covering the status of the Chapter and its activities since the date of the last report; to submit to the
                    Chapter at its annual meeting an annual reports of the status and activities of the Chapter. A copy of all reports by
                    the Secretary when adopted by the Chapter shall be forwarded to the National Office.
                f. The Secretary shall be secretary of all meetings of the Chapter.

Section 5. Treasurer – The duties of the Treasurer shall be:

                a. To receive all monies of the Chapter and promptly to deposit the same in the name of the Chapter in a separate
                    account or accounts in the responsible bank or trust company. No money shall be withdrawn from any such
                    account except by check signed by two signatories.
                b. To act as chief financial officer of the Chapter.
                c. To make authorized disbursements upon requisitions signed by the Secretary and countersigned by the President.
                    Each requisition shall recite the amount and purpose of the payment requested. Any requisition in the amount of
                    one hundred dollars or more must be approved by the Executive Committee before a check therefore is issued.
                    The Chapter by-law may require that requisitions in smaller amounts be approved by the Executive Committee.
                d. To remit through the secretary to the National Office all membership fees, as herein after provided, within fifteen
                    days after the end of the month. (Article VII, section 2).
                e. To submit reports to the Chapter and the Executive Committee at all regular meetings, or whenever required by
                    either body, covering the financial condition of the Chapter showing receipts and disbursements and outstanding
                    accounts unpaid since the last report; to submit an annual reports of the business of his/her office at the annual
                    meeting of the Chapter to which shall be appended a statement signed by the President and Secretary that all
                    funds by the Chapter have been listed in Treasurer, when adopted by the Chapter, shall be forwarded to the
                    National Office.
                f. The Chapter may require the Treasurer to be bonded at the expense of the Chapter

ARTICLE IV – COMMITTEES

Section 1. Executive Committee – The Executive Committee shall consist of President, Vice-President, not to exceed three Vice-Presidents, Secretary, Treasurer, and Chairmen of the Standing Committees of the Chapter, provided that the total membership of the Executive Committee shall not exceed twenty-five except by written authorization of the National Board of Directors.

Section 2. Duties of the Executive Committee:

                a. The Executive Committee shall have general control of the affairs and program of the Chapter, subject to the
                    authority of the Chapter and the provisions of this Constitution.
                b. The Executive Committee shall render a report, containing the reports of all standing and special committees, at
                    the regular meetings of the Chapter and whenever otherwise required.
                c. At its first meeting following the election, the Executive Committee shall approve the Chairmen of the various
                    Standing Committees as appointed by the President.
                d. To create special committees as needs arise.
                e. To fill all vacancies in Chapter offices.
                f. To decide matters of Chapter policy subject to endorsement by the Chapter in accordance with National Office
                    policy.
                g. To appoint, employ and enter into contracts with salaried employees of the chapter subject only to employment
                    procedures and qualifications approved by the National Office.
                h. To approve membership applications.

Section 3. Quorum – The quorum of the Executive Committee shall be determined by the Chapter by-laws but shall not be less than one-third of the Committee’s total membership.

Section 4. Standing Committees:

                a. The Standing Committees of the Chapter shall be the Committees on a) Seminars and Lectures, b) Newsletter, c)                       Aid to Minority Business, d) Recruitment of Minorities, e) Legal Redress, f) Membership and Information, g)
                    Fund Raising, h) Community Tax Program, I) Insurance, j) Chapters, k) Organization, l) Social Activities, m)
                    National Convention, n) Housing and such other committees as the Chapters deem necessary.
                b. All Committees shall consist of not less than three members.

Section 5. The duties of the Standing Committees shall be prescribed by the Executive Committee in accordance with National Office Policy. All Standing Committees shall report each month to the Executive Committee at its regular meeting.

Section 6. Removal Procedure:

                a. Non-functioning committees shall be discharged promptly by the Executive Committee.
                b. Any member of the Executive Committee or of any standing or special committee, who shall be absent from three
                    consecutive meetings, without notice or explanation, or who shall not perform the required duties for three
                    consecutive months, shall be removed by the Executive Committee. A member of the any standing or special
                    committee may be removed by the Chairperson with the approval of the Executive Committee.

ARTICLE V – ELECTION OF OFFICERS AND EXECUTIVE COMMITTEE

Section 1. Organization Meeting (New Chapter) – The officers and members of the Executive Committee elected at the organization meeting of the Chapter shall hold office until their successors are elected and qualify, unless removed for dereliction of duty.

Section 2. Eligible voters at Organization Meeting – All persons who endorse the aims and purposes of the National Association of Black Accountants and who have paid the prescribed fees shall be entitled to vote at the organization meeting and to be elected to office.

Section 3. Annual Elections – Thereafter all officers and elected members of the Executive Committee shall be elected by ballot at the Chapter election held each year as herein-after provided, and shall hold office for one (1) year, and until their successors are elected and qualify.

Section 4. Election Committee.

                a. The Election Committee shall be elected at the April membership meeting of the Chapter composed of not less
                    than five (5) or more than (10) members of the Chapter in good standing, provided that no such members shall be
                    officers of members of the Executive Committee or nominees for office.
                b. The Election Committee shall meet promptly to elect a Chairperson.
                c. The meeting at which the nominations take place will be presided by the Election Committee Chairperson.

Section 5. It shall be the duty of the Election Committee to:

                a. Supervise the Chapter election.
                b. Supervise the establishment of appropriate machinery, provisions and procedures for conducting the elections in
                    accordance with this Constitution and the Election Manual in order to protect the right of each member of the
                    Chapter to cast his/her ballot properly and have it counted.
                c. Have printed, mimeographed or typewritten one complete ballot containing the names of all persons nominated for
                    office.
                d. Prepare the ballot in sufficient numbers for use at the election, and this ballot shall be the only ballot used at the
                    election.
                e. Mail the Ballot to each eligible member.

Section 6. Tenure in Office:

               a. All officers and elected members of the Executive Committee shall be elected by secret ballot and shall hold office
                    for one (1) year or until their successors are elected and qualify unless removed for dereliction of duty.
                Election Meeting:
                b. No officer of the Chapter or any candidate for office shall occupy the chair at election meetings. The names of the
                    various candidates for office shall be clearly announced and posted in the place visible to all present at the election
                    meeting. The Election Committee shall count the ballots. No officer of the Chapter or candidate for office shall
                    serve on the Election Committee.

Section 7. Eligible Votes – The number of eligible voting members of the Chapter shall be established before voting begins.

Section 8. Members in Good Standing – Only members in good standing shall be eligible to run for office or vote in a Chapter election. For purpose of running for office, a member in good standing is one who has been a bona fide member of the Chapter at least thirty (30) days prior to the date nominations were made. For all other purposes, a member in good standing is one who has paid the requisite membership fee.

Section 9. Members and Members-at-Large – In order to run for Chapter office or vote in chapter elections, Members and Members-at-large must be actively affiliated with the Chapter at least thirty (30) days prior to any meeting at which they are nominated for office or seek to vote.

Section 10. Election controversy – In the event of election controversy, all parties thereto shall submit complaints to the National Office in writing within five (5) days from the date of the election in question. In Chapters with members exceeding 1,000, such complaints must be signed by at least twenty-five (25) members of the Chapter in good standing, and, that each signor lists his or her address. Copies of complaints will be submitted to the Chapter by the National Office.

Should the National Office determine that the complaint is frivolous or completely devoid of merit, or that the election result could not have been otherwise even if the matters alleged are assumed to be true, then the National Office shall within twenty (20) days from receipt of the charges dismiss the complaint and inform the Chapter forthwith that it may proceed with the installation of officers.

Should such complaints, in the opinion of the National Office, warrant intervention, a new election may be ordered by the Board of Directors to be held within thirty (30) days, in which case a National Office shall preside. The designated presiding officer shall order the procedure of the called election meeting; and the results of the election thus supervised shall be final. In the event the National Office decides to intervene in a contested election for the office of President, Secretary, or Treasurer, upon receipt of notice to that effect by mail or otherwise, no officer of the Chapter shall disburse funds from the Chapter treasury unless otherwise instructed by the National Office pending settlement of the controversy.

ARTICLE VI – MEETINGS

Section 1. Regular Meetings – Regular meetings of the Chapter shall be held at least once a month, and there may be such other public or special meetings as may be required. Regular meetings shall be held on a fixed day of date of each month.

Section 2. Annual Chapter Meeting – Each Chapter shall hold an Annual Chapter Meeting.

Section 3. Notice of Meeting – Written notice of the time and place of the Annual Chapter Meeting shall be mailed at least 10 days prior to the meetings shall be sent to each member in good standing.

Section 4. Special Meeting – Special meetings may be called at any time and place on three days’ written notice to all members by direction of the President, or any of three members of the Executive Committee; or on failure of these to act, by any ten members of the Chapter. The notice must state the purpose for which the meeting is called.

Section 5. Meeting of Executive Committee – The Executive Committee shall meet at lease once a month at such times and places as it may determine. Special meetings of the Executive Committee may be called by the President, Secretary, or by two members of the Committee on two days’ written notice.

Section 6. Meetings of Standing Committees – The Standing Committee shall meet regularly once a month at places they may determine. They shall inform the President of the time and place of meeting. Special meetings may be called by the Chairperson or by tow members on two days’ written notice.

Section 7. In the event a quorum is not present at any regular or special meeting of the Chapter or committee of the Chapter, those present at the time and place announced for said meeting may adjourn the same from time to time to a day, hour and place certain, and without further notice all business which might lawfully have been transacted at the original meeting may be transacted at the adjourned meeting.

ARTICLE VII – DUES, FEES AND ASSESSMENTS

Section 1. The National Office and the Chapter or other units of the Association shall share in all membership dues as hereinafter provided.

Section 2. Division of Membership Dues – The Chapter shall remit to the Treasurer of the National Association all membership fees in a manner provided in Article III, Section 5d.

ARTICLE VIII – QUORUM

The number of members necessary to constitute a quorum at all meetings shall be decided upon a resolution adopted by the Chapter which shall be incorporate into the Chapter by-laws.

ARTICLE IX – ORDER OF BUSINESS

Unless altered or suspended at any meeting by a majorf business at the meetings of the chapter:

                                        - Ascertainment of members present.

                                        - Reading of minutes of previous meeting.

                                        - Report of Officers.

                                        - Report of committees.

                                        - Elections.

                                        - Unfinished business.

                                        - New business.

                                        - Rules of procedures as laid down in Robert’s Rules of Order shall govern the Chapter

                                          except as other wise herein provided.

 

ARTICLE X – EXPULSION, SUSPENSION OR REMOVAL OF OFFICERS & MEMBERS

 

Section 1. Complaints – A complaint against such officer or member under Section 2 hereof may be initiated by any three members of the National Association of Black Accountants and must be signed by such members and forwarded to the National Office.

 

Section 2. Authority of National Board – Where the National Board is satisfied that there is danger of irreparable harm to the Association or Chapter involved, and that immediate action is necessary, it may order the officer or member suspended pending a full hearing.

 

Section 3. Notice of Complaint and Right to Answer – Upon receipt of complaint or charges, the National Office shall forward copies of same by registered mail to the officer or member involved at his/her last address on file in the National Office. Such officer or member shall have fifteen (15) days from date or receipt of his/her answer in writing to said charges. The 15-day period shall commence to run from the time a copy of the charges should have reached said officer or member by ordinary post.

 

Section 4. Hearing Procedure – The National Board reserves the right to hear and act upon the charges, and the officer or member is entitled to a hearing before the Board of Directors’, if he so desires, or he may elect to have the matter decided by the Board ex-parte on the basis of the complaint and answer and affidavits. Whether a oral hearing is requested or an ex-parte hearing takes place, such hearing shall be conducted by the Committee on Chapters, unless a special committee is designated by the Board.

The member of officer may be represented by counsel and present oral or documentary evidence in his/her behalf relevant to the charges made.

 

Section 5. Notice of Findings and Action of the Board – Notice of the findings and action of the Board shall be sent to the officer by registered mail at his/her last address on file in the National Officer and, in the discretion of the Board of Directors, published in the official organ of the National Association.

 

ARTICLE XI – SUSPENSION AND REVOCATION OF CHARTER

 

Section 1. Grounds and Procedure for Charter Suspension and Revocation – The Charter of authority received by the Chapter upon its admission of the National Association of Black Accountants may be suspended or revoked by the Board of Directors of the Association, whenever the Board shall deem it for the best interest of the Association provided, however, that a full hearing of charges be held before the National Board of Directors, at which the Chapter may be represented by person or persons of its choice. Such charter suspension or revocation shall not invalidate the membership of any member of the chapter in the National Association.

 

Section 2. Notice of Findings – Notice of findings and action of the Board shall be sent by the Secretary of the Association, by registered mail, to the President and Secretary of the Chapter, and may be published in the official organ of National Association. Upon receipt of notice by the President or Secretary by mail, publication or otherwise of charter suspension or revocation, the Chapter shall cease to function and the officers shall forthwith forward all records, property and monies of the Chapter to the National Office where the same may be applied in its discretion for the benefit of the community wherein the Chapter is located.

 

ARTICLE XII BY-LAWS

 

With the written approval of the National Board of Directors previously obtained, a Chapter may adopt or amend by-laws not inconsistent with this constitution or the Constitution of the Association provided, that (1) notice in writing of the proposed by-law or amendment shall be given to all members at least twenty (20) days prior to the meeting at which the same is to be acted upon; and that (2) the proposed amendment shall be approved at two successive regular meetings of the Chapter.

 

ARTICLE XIII AMENDMENTS TO THIS CONSTITUTION

This Constitution may be amended by a two-thirds vote of any Annual Convention of the Association, provided the proposed amendment be submitted to the Board of Directos of the Association at least sixty (60) days prior to the Convention. The national Secretary shall publish proposals in the official bulletin of the Association prior to the Annual Convention.

ARTICLE XIV - INDEBTEDNESS

Section 1. Indebtedness – No indebtedness or obligation shall be incurred by the Chapter or any of its officers or agents in the names of the National Association of Black Accountants, and the National Office shall not bee responsible for any indebtedness or obligation incurred by the Chapter or by any of its officers or agents.

 

Section 2. No indebtedness or obligation of more than one hundred ($100.00) shall be incurred in the name of or in behalf of the Chapter unless by vote of the Executive Committee.

 

ARTICLE XV – SCHEDULE & INSTALLATION OF OFFICERS

 

Section 1. Schedule – The fiscal and business year of the Chapter shall begin July 1 and end June 30.

 

 

Return to Top

 

The Pennsylvania State University National Association of Black Accountants

Penn State Smeal School of Business Administration