NAAS Constitution

Effective: March 15, 2006

NORTH AMERICAN ACCOUNTING SOCIETY CONSTITUTION

ARTICLE I – NAME OF ORGANIZATION

The name of this organization shall be “North American Accounting Society” (NAAS).

 ARTICLE II – PURPOSE AND OBJECTIVES

  1. NAAS is a non-profit organization whose basic purpose is the development and recognition of individual efforts in the field of accounting.
  2. The major objectives are:

a.  to promote the association of accounting professionals;

b.  to provide programs aimed at improvement of teaching, research, and writing by allowing application and exchange of accounting related ideas;

c.  to provide a forum for the publication of the results of research and other scholarly work;

d.  to recognize excellence in research and writing in the field of accounting;

e.  to provide discussion and information exchange concerning ongoing research activity.

 ARTICLE III – GOVERNING BODY

  1. The governing body shall be the Board of Directors, which shall consist of all elected officers, the Treasurer, the Webmaster, the Past-Presidents, and twelve At-Large Directors. The President shall be the Chairperson of the Board of Directors, and shall appoint the Treasurer and Webmaster for an indefinite period.
  2. The elected officers shall be President, President-Elect/Program Chair, Vice-President/Academic, and Secretary.
  3. The Board of Directors shall be the principal administrative body and is subject to referendum by the total membership. The Board shall be responsible for financial and other operations, especially as these relate to the accomplishment of organizational objectives.
  4. The Nominating Committee shall consist of the President, President-Elect/Program Chair, and the two most immediate Past-Presidents who are willing to serve. The President shall serve as the Chairperson of the Nominating Committee.

 ARTICLE IV – MEMBERSHIP

  1. The membership shall consist of those persons who support the objectives of the organization and (A) pay the primary registration fee for the NAAS annual meeting or (B) If the annual registration fee is not paid and the annual meeting is not attended, pay $10 directly to the NAAS Treasurer.

For those persons meeting requirement A or B, membership continues to the next registration.

  1. The rights to vote, to initiate referenda, to initiate and sign petitions, and to hold office are reserved for members in good standing.

ARTICLE V – MEETINGS

  1. Annual Business Meeting. There shall be a general business meeting of all members to be held annually during the Midwest Business Administration Association meetings. All members shall be notified in writing as to the time and the place of the annual general meeting.  Announcement of the general meeting made in the program of the Midwest Business Administration Association shall suffice to meet this requirement.
  2. Board of Directors’ Meeting. A planning meeting shall be held by the Board of Directors at least once a year at the call of the President. Each member of the Board shall be notified in writing of the meeting time and place at least fifteen (15) days prior to the meeting date.
  3. Special Meetings. Special meetings of the membership may be called by the President with at least thirty (30) days’ notice.
  4. Quorum. At official meetings of the membership, the members present will constitute a quorum. At meetings of the Board, one-third of the Board members will constitute a quorum.
  5. Procedure. All questions of parliamentary procedure shall be first settled by referring to the Constitution and Bylaws of this organization, then to Robert’s Rules of Order (Revised).

ARTICLE VI – CHANGES IN THE CONSTITUTION

  1. No article shall be added to this Constitution and no part shall be amended or annulled except either by: (a) formal proposal, discussion, and written ballot approval by at least two-thirds of the members present at the annual meeting; or by (b) formal proposal, an opportunity to prepare briefs stating arguments pro and con, and a mail ballot sent to the membership–approval is required by at least two-thirds of the members responding within thirty (30) days after posting.
  2. Proposal of change may be made by the Board of Directors or by a petition to the President that is signed by at least five percent (5%) of the members in good standing.
  3. A proposed change in the Constitution shall be submitted to the membership at least thirty (30) days before the meeting or at least thirty-five (35) days before the mailed ballots are due. Amendments to the proposed constitutional change may be made during the discussion of the proposed change at the annual business meeting provided that such amendments do not deviate substantially from the originally proposed constitutional change.
  4. Copies of amendments shall be distributed to the membership as soon as possible after adoption.

 ARTICLE VII – REFERENDA

Upon its own initiative or upon the request in writing of five percent (5%) of the members in good standing, the Board of Directors shall submit a question to the membership for a mail referendum vote; the ballot for such a vote shall be accompanied by briefs stating both sides of the question.

 ARTICLE VIII – FINANCES

Organizational financial records will be kept. Any revenues or expenses of this organization will be handled by the Treasurer. Appropriate record of all financial transactions will be kept by the Treasurer. The Treasurer shall prepare an annual financial statement and budget which shall be available to membership and presented at-the annual business meeting.

   

BYLAWS OF THE NORTH AMERICAN ACCOUNTING SOCIETY

 BYLAW 1 – OFFICE

The principal office of the “North American Accounting Society” (NAAS) shall be located at the principal address of the President.

 BYLAW 2 – NOTICES

A requirement for notices shall be deemed to be satisfied if said notice appears in a publication of the Midwest Business Administration Association or if a direct mailing is made to the membership three or more weeks prior to the meeting.

 BYLAW 3 – TERMS

  1. Fiscal Year. The fiscal year shall run from July 1 through June 30.
  2. Membership Year. The membership term is one year and shall commence with the annual business meeting.
  3. Officer Terms. The officers shall assume their duties each year at the end of the annual general business meeting. The President-Elect/Program Chair will automatically assume the Presidency at the expiration of his/her term of office as President-Elect/Program Chair and the Vice-President Academic will assume the President-Elect/Program Chair position at the expiration of his/her term of office as Vice-President Academic.

 BYLAW 4 – BOARD OF DIRECTORS

  1. Terms. Terms of the at-large directors are three years. Four new directors shall be elected each year by the majority vote at the annual business meeting. Other vacant director positions which exist at the annual business meeting will be filled by election for the remaining term of office. There is no limit to the number of times a person may be elected to the Board as an at-large director; however, continuous service on the Board is limited to two consecutive 3-year terms.
  2. Quorum. One-third of the Board members shall constitute a quorum.
  3. Relationship with the President. The Board empowers the President to act on behalf of the Board between meetings of the Board. Actions taken by the President are subject to review by the Board at its next meeting. If a vote of the Board is required between meetings, the President shall distribute ballots by mail to all Board members. The ballot will be accompanied by a brief stating both sides of the question. The question will be decided by a majority vote of the Board members returning their ballots within fifteen (15) days of their initial mailing, provided a majority of Board members vote.

 BYLAW 5 – OFFICERS’ DUTIES AND TERMS

  1. The President shall be the chief executive officer and shall be responsible for planning and conducting the affairs of the organization in such a manner as to further its objectives consistent with the established policies.
  2. The President-Elect/Program Chair shall be responsible for directing the program presented at the annual meeting. He/She will be responsible for contact with the MBAA, issuing the call for papers, and coordinating the program design with the topic and session chairpersons, and handle the pre-program publication of the Proceedings. The President – Elect/Program Chair will be President of the NAAS at the end of the annual meeting for which he/she was President-Elect/Program Chair.
  3. The Vice-President/Academic shall assist the President-Elect/Program Chair, serve on the paper review committee, and will become President-Elect/Program Chair one year after election to this position.
  4. The Secretary shall be responsible for keeping minutes of the annual and other meetings, for conducting appropriate correspondence on behalf of the Society, and for maintaining a file of official correspondence and records.
  5. The Treasurer shall be responsible for an accurate and complete reporting of the financial affairs of the organization, for the safekeeping of funds, and for sound financial operations of the organization consistent with plans and program of the President. The Treasurer will provide complete records to be audited as required by the President and at least upon resignation or completion of the term of office.
  6. Terms. Terms of office for officers shall be one (1) year beginning with the end of the annual business meeting, except for the terms of the Treasurer and the Vice President- Practice which shall be for an indefinite period.
  7. The Webmaster shall be responsible for creating and maintaining a website on the internet for the NAAS. The Webmaster will work with the officers to assure that information is current and accurate. The President will have final approval of the site and its contents. The Webmaster will provide a report to the Board of Directors and to the members at the Annual Business Meeting.

 BYLAW 6 – NOMINATION AND ELECTION

  1. Nominations. The nominating committee shall be constituted at each annual business meeting.  The committee will provide at least one nominee for each available position. Additional nominations may be made from the floor.
  2. The Method of Election. The candidate for each office who receives the most votes cast by the members in good standing voting at the annual business meeting will be declared elected to that office.

 BYLAW 7 – CHANGES IN BYLAWS

Bylaws may be adopted, annulled, or amended by a two-thirds majority of the members present at the annual business meeting.