BYLAWS OF THE EAST BAY ASSOCIATION OF ENROLLED AGENTS

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ARTICLE I

Name, Principal Office, Purpose and Restrictions

1.01 Name. The name of the Association is East Bay Association of Enrolled Agents, a California nonprofit mutual benefit corporation.

1.02 Principal Office. The Board of Directors (Board) shall determine the location of the principal office of the Association.

1.03 Purpose. The principal purpose of the Association is to advance the profession of Enrolled Agents.

1.04 Restrictions. All policies and activities shall be consistent with:

a. Applicable federal, state and local antitrust and trade regulation laws:

b. Applicable tax-exemption requirements including the requirements that the Association not be organized for profit and that no part of its net earnings inure to benefit of any private individual: and

c. All other legal requirements including the California Nonprofit Corporation Law (Law) under which law this Association is incorporated and to which its operations are subject.

ARTICLE II

Members

2.01 Regular Memberships. Regular Members shall be limited to those persons who are enrolled to practice before the Internal Revenue Service and to those attorneys and certified public accountants who held enrollment cards prior to State licensing as attorneys and certified public accountants, provided that such persons shall also be members in good standing of the National Association of Enrolled Agents and the California Society of Enrolled Agents.

2.02 Non-Voting Memberships. The Board may establish such classes of Non-Voting Memberships as it from time to time sees fit and may determine the rights, duties, obligations, privileges, dues and assessments of these non-Voting Members.

2.03 Termination. A membership shall be suspended or terminated whenever the Board, or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred: (a) resignation of member, on reasonable notice to the Association: (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board: (c) failure of any member to pay dues, fees, or assessments in the amount and under the terms set by the Board: and (d) occurrence of any event that renders a member ineligible for membership, of failure to satisfy membership qualifications.

2.04 Discipline. Any and all issues of the ethics and professional conduct shall be processed in accordance with the Standing Operating Procedure adopted by the National Association of Enrolled Agents and the California Society of Enrolled Agents, and incorporated into these ByLaws by reference.

2.05 Member Obligation to Follow Association Rules. Each member of this Assocation agrees to be bound by these ByLaws and any amendments thereto, and by the lawful actions of the Board or Regular Members of the Association.

2.06 Member Liability. No member of the Association shall personally or otherwise liable for any of the debts or obligations of the Association.

ARTICLE I I I

Dues, Fees and Assessments

3.01 Dues, Fees and Assessments. The Board shall set dues and fees, make assessments and set the terms of payment, provided that a two-thirds vote of the Board shall be required for an assessment. The Board shall notify each member of the annual dues at least 90 days before the beginning of the Association’s fiscal year.

3.02 Delinquency. Any member of the association who is delinquent in dues, fees or assessments for 30 days after the due date for payment shall be suspended from the membership: any member who is delinquent in dues, fees or assessments for 75 days after the due date shall be terminated.

3.03 Refunds. No dues, fees or assessments shall be refunded.

ARTICLE IV

Board of Directors

4.01 Board. The Board of Directors is the governing body of the Association and has authority and is responsible for the supervision, control, and direction of the Association.

4.02 Composition. The Board consists of 15 persons: President, First-Vice President, Second-Vice President, Secretary, Treasurer, the Immediate Past President, and nine members elected from the membership at large, all of whom must be active members in good standing of the Association. Two members of the Board of Directors shall also be CSEA directors, and shall be so designated by the nominating committee. CSEA directors can be either an officer or director of the board and shall serve a term of one year, with no more than four consecutive terms.

4.03 Election. At each annual meeting the members shall elect the Directors based on nomination by the Nominating Committee as supplemented by nominations from the floor.

4.04 Term. Directors serve terms of two years and may serve no more than two consecutive terms.

4.05 Vacancies. If a vacancy occurs on the Board for any reason, the position is filled for the unexpired portion of the term by the Board.

4.06 Meetings. The Board meets at least annually at the time and place it selects. The presence of a majority of the Directors constitutes a quorum.

4.07 Action Without Meeting. The Board may take action by unanimous written consent or by telephone conference call during which a quorum is present and each Director can hear each other Director.

4.08 Compensation. Directors do not receive compensation for their services.

ARTICLE V

Officers

5.01 Officers. The Officers of the Association are a President, First-Vice President, Second-Vice President, Secretary, and Treasurer.

5.02 Qualification. Officers must be Regular Members of the Association. No person may hold more than one office at the same time. Officers may serve no more than two consecutive terms in one office.

5.03 Election and Term of Office. At each annual meeting the members shall elect the officers based on nomination by the Nominating Committee as supplemented by nominations from the floor. Officers serve for a term of one year.

5.04 Duties. The Officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in position descriptions for each officer as adopted by the Board from time to time. In addition, the President of the Association acts as Chairman of the Board, the First-Vice President and the Second-Vice President, in order of seniority, act in place of the President when the President is not available, and the Treasurer is the financial officer of the Association. The Treasurer shall give bond for the faithful performance of the duties of Treasurer in such sum with such sureties as may be required by the Board: all premiums shall be paid by the Association.

5.05 Vacancies If a vacancy occurs among the officers, for any reason, the position is filled for the unexpired portion of the term by the Board.

5.06 Compensations. Officers do not receive compensation for their services.

ARTICLE VI

Membership Meetings

6.01 Annual Membership Meetings. The regular monthly meeting in May of each year is designated as the annual meeting of the regular membership, at a place and time that the Board determines.

6.02 Special Meetings. Special meetings of the Association Regular Membership may be called by the President, the Board or five percent or more of the members.

6.03 Notice. The Board shall give Association members reasonable notice of all annual and special meetings. The notice shall include a description of the business to be discussed and shall be given at least 10 days (but not more that 90 days) before the meeting.

6.04 Voting. The presence of five percent of the Regular Membership constitutes a quorum, provided, however, if any regular meeting is actually attended by less than one-third of the voting power, the only matters that may be voted on are those of which notice of their general nature was given pursuant to Bylaw 6.03. A majority of members where a quorum is present is necessary to make a decision except where some other number is required by law. Proxy voting is not permitted. Mail voting is permitted as specified in California Nonprofit Corporation Law.

ARTICLE VII

Committees

7.01 Executive Committee. The Executive Committee consists of the Officers and may act in place of the Board between meetings, provided that the Board may withhold the authority to do so on specific matters in advance, and further provided that the Executive Committee shall report its action to the Board at the earliest opportunity.

7.02 Nominating Committees. The Nominating Committee shall consist of three members, one of whom shall be the Immediate Past President, and the other two members to be appointed by the President no later than March 1 of each year. The Nominating Committee shall select one nominee for each Director and Officer position to be presented to the membership at the annual meeting.

7.03 Other Committees. The Board may establish other committees from time to time, the members of which shall be appointed by the President to serve at the discretion of the President.

ARTICE VIII

Indemnification and Insurance

8.01 Indemnification. To the fullest extent permitted by the law, the Association shall indemnify and hold harmless any and all agents against all claims to which they may be subjected by reason of any alleged or actual action or inaction in the performance of their duties performed in good faith on behalf of the Association. "Agent" for this purpose shall include Directors, Officers, and employees.

8.02 Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by the law on behalf of its agents against any liability asserted against or incurred by the agent in such capacity arising out of the agent’s status as such.

ARTICLE IX

Amendment of Bylaws

9.01 Amendment. Amendments to these Bylaws may be proposed at any time by a request in writing to the Board of Directors. They shall be referred to the Bylaws Committee, who will report back to the Board. The proposed amendment shall be published in the Association Bulletin and voted on at the second membership meeting after the publication date of the bulletin. A majority of members present and voting shall adopt. Alternatively, amendments may be presented, without prior circulation to the membership., at the annual May business meeting of this Association. In this event, it will require a two-thirds vote of the membership present and voting to adopt.

ARTICLE X

Interpretation

10.01 Interpretation. These Bylaws are subject to the California Nonprofit Corporation Law and must be interpreted so as to conform with that law, as it is interpreted and amended from time to time.

CERTIFICATION: I certify that these Bylaws, after proper publication, were adopted by the membership of the East Bay Association of Enrolled Agents at the regular monthly meeting September 8, 1992.

/s/ Joanne Andereson, EA 10/13/92

JOANNE ANDERSON, EA
Secretary

Standard Operating Procedures

SOPs are NOT available on this site  for the following committees

• Mentor Task Force
• Disaster Preparedness
• Telephone Tree
• Raffles and Awards
• Strategic Plan

AUDIT COMMITTEE

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1. RESPONSIBILITIES

• To do a detailed examination of the most recent fiscal year’s financial activities.
• To prepare and submit to the Board of Directors for acceptance, a report of the examination and no later than the January Board of Directors meeting.

2. DUTIES

• To examine the books and records of EBAEA at the close of the fiscal year.
• To present to the Board of Directors, no later than the January meeting, a report on that examination.
• Prepare and submit to the Board of Directors any suggested changes in the accounting procedures, in the Treasurer’s Standing Operating Procedure, or in any other area covered by the examination.
• Prior to the filing of the Chapter tax returns they are to be reviewed by the Audit Committee for compliance and accuracy.

3. PROCEDURES

• Review Budget and Finance Committee report and compare with financial report.
• Review Chapter Board of Directors meeting minutes for fiscal year and for any direction to Treasurer and/or modification(s) of budget.
• Review the findings of the audit with the Treasurer holding office for the period being audited.
• It is desirable that the chair of the Audit committee be a past Treasurer other than the immediate past Treasurer.

BUDGET AND FINANCE COMMITTEE

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1. RESPONSIBILITIES

• To prepare a budget and present it to the Chapter Board in a timely manner.
• To ensure that those members incurring expenditures are aware of the budget limitations.

2. DUTIES

• Prepare a list of activities of the Chapter for the year.
• Estimate the cost of each activity listed.
• Estimate the expected income for the year.
• Compare the total expected income and expenses. Announce annually the deadline date for cognizant persons to submit their budget requests to the Budget and Finance Committee for review.
• Submit final proposed budget to the Board of Directors for approval at the May meeting.
• On a monthly basis compare budget to actual income and expenses, and advise the Board of Directors accordingly.
• Revise the budget throughout the year as necessary.
• Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.
• Turn over all correspondence, papers, and records (including this SOP) to your successor.

3. PROCEDURES

• The Budget and Finance Committee will contain as members;

1. Chair of the November Seminar Committee.
2. Chair of T-Card Class Committee.
3. Treasurer.
4. Chair of the Mini-Seminar.
5. Others as appointed by the President.

• The annual Budget process is as follows:

1. Individuals and Committee Chairs submit budget proposals to the Budget and Finance Committee no later than two weeks prior to the May Board of Directors meeting.
2. Budget and Finance Committee submit proposed Chapter Budget to the Board of Directors at the May Board meeting.
3. Board of Directors review and analyze proposed budget during annual retreat, May and from Board meetings.
4. Board of Directors adopt Budget at the July Board meeting.

BULLETIN COMMITTEE

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Approved by the BOD, August 16, 2000

1. RESPONSIBILITIES

• To gather and disseminate information to the Chapter membership and others deemed by the Board to receive the East Bay Chapter monthly Bulletin no later than the 1st day of the month.

• To cause to be gathered and compiled into newsletter format articles and items of interest and benefit to members at the Chapter level.

• To cause printing and distribution of the Editor approved layout of the bulletin.

• To establish or review advertising rate schedules annually. Rate schedules to be maintained by Committee Chairperson.

• Committee shall direct bulletin distribution beyond membership and provide data updates to Master File to be kept at Chapter Office.

• Committee shall be responsible for maintenance of paid subscriptions and paid advertisements.

• Reference is to be made to SOP’s for Committee Chairperson.

2. DUTIES

• Request articles from regular contributors. Currently those are: Chapter President, Program Chair, Membership Chair and Others at the discretion of the Editor with space allowing.

• Gather other information appropriate for publication. The Board, in order to meet the requests from CSEA for technical articles, has directed referral of all "technical" contributions to CSEA.

• Schedule cut-off dates for compilation, printing and distribution.

• Direct compilation of articles and edit until final draft is acceptable for printing.

• Direct Chapter Office to schedule volunteers to assist in handling of bulletin to

  1) Deliver layout to printers for printing, collection and folding (stapling is not required).

  2) Forward printed material for labels and mailing.

• Additional printing and mailing costs over and above cost of mailing one 11" X 17" sheet to be allocated to distributing committee.

• Chapter members, SEE class takers, leaders of CSEA Chapters and others nominated by the Bulletin editor, by the Board or by CSEA shall be notified by email when the Bulletin is posted on the web. Members without email shall receive a copy of the Bulletin by fax. Members without email or fax shall be mailed a paper Bulletin.

• The Bulletin Committee shall rely upon CSEA for postal address labels, email addresses and fax numbers.

• T-Card class Students are included for one year as Bulletin recipients. The Chapter office generates that list from registrations. This list is to be monitored by the Bulletin Committee to see that "free subscription" ceases at the end of one year.

• Members and others who receive a paper Bulletin shall be charged the standard rate for a paid subscription. However, this charge shall be waived for Chapter members until 7/1/2001. Paid subscription list to be maintained and overseen by Committee with Master List to be kept at Chapter Office.

• From time to time CSEA has provided labels for non-members as membership development mailing either subsidized by CSEA or paid for by the Chapter.

• Classified advertising is considered a Member Service which the Bulletin provides. There is no charge for member classified advertising or classified advertising which would be deemed beneficial to the membership. (e.g. employment opening.) The maximum number of times a free ad may appear is 3 time per calendar year, plus 1 free ad for dinner speaker.

• Paid commercial advertising will be accepted based on a separate rate schedule. The list of paid advertisers will be monitored and maintained by the Bulletin Committee with the Master List to be kept at the Chapter Office.

• Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

• Turn over all correspondence, papers, and records (including this SOP) to your successor.

• This SOP is effective August 1, 2000.

BYLAWS COMMITTEE

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REFERENCES

• California Corporate Code
• Robert’s Rules of Order

1. RESPONSIBILITIES

• Review and update the Chapter Bylaws.
• Process resolutions proposing amendments to the Chapter Bylaws, except those originating from the floor of the May Business meeting or the Board of Directors.

2. DUTIES

• Be alert to events of the Chapter that may indicate future changes in the Bylaws or SOPs.
• Take steps to be kept informed of proposed or planned changes to the Bylaws and SOPs of the National Association and/or CSEA.
• Upon request, make available copies of the Bylaws and SOPs to members and answer any inquiries regarding the Bylaws and SOPs.
• Originate and process resolutions for amendments to the Chapter Bylaws and SOPs.
• Review the minutes of Board of Directors’ meetings for actions which may require changes to the Bylaws or SOPs.
• Prepare written recommendations for changes or modifications to this SOP for approval of the Board.
• Turn over all correspondence, papers, and records (including this SOP) to your successor.
• Annually review the Bylaws of the Chapter. Originate, or cause to be origi-nated, proposed amendments as necessary to conform to California Corpo-rate Code, NAEA Bylaws, or CSEA Bylaws as required..
• In addition to ensuring conformity, the Chapter Bylaws shall be studied with a view to editing, printing or typographical errors, terminology, committee status (task force to standing), grammatical errors, etc. Attention shall also be given to those practices which through repeated use have become routine even though the current Bylaws may prescribe a different practice or method.

CONTINUING EDUCATION SUB-COMMITTEE OF THE EDUCATION COMMITTEE

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1. RESPONSIBILITIES

• Keep informed of all requirements and changes of Continuing Professional Education of the IRS, NAEA, California Board of Accountancy and the California Tax Preparer Program.
• Inform the members of the Chapter of the CPE requirements to maintain membership in good standing of the National Association of Enrolled Agents and the Internal Revenue Service.
• Maintain accurate CPE records of all attendees and programs sponsored by the East Bay Association of Enrolled Agents.

2. DUTIES

• Prepare and modify as needed, Certificates of Completion/Attendance, as well as Speaker Evaluation Forms by attendees, for those persons attending Chapter sponsored educational functions.
• Obtain and distribute or cause to be distributed, the Certificates, Evaluation Forms and the Program Outline, at all Chapter educational functions. Copies of these forms shall be forwarded to CSEA in a timely manner.
• Inform members at Chapter Meetings, through the Chapter Bulletin, or other available means, of their CPE requirements and any changes necessary to remain in good standing as members of the National Association of Enrolled Agents and with the Internal Revenue Service.
• Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.
• Turn over all correspondence, papers and records (including this SOP) to your successor.
• Work with Education Committee to assure all education activities of the Chapter meet the current CPE requirements.

COMMITTEE CHAIRPERSON

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1. GENERAL RESPONSIBILITIES

The Committee Chairperson shall accept the charge from the Board of Directors to either carry out a specific assignment or to develop appropriate recommendations for Board action. The Chairperson shall carry out his/her function by the use of volunteer committee people from the Chapter membership.

2. RESPONSIBILITIES

• Make periodic reports to the Board of Directors regarding the committee’s progress toward its objectives.
• Clearly present the committee objective to committee members at the first meeting.
• Seek qualified members for the committee, occasionally including technical resource people from without the Chapter membership.
• Plan the regular meetings to make maximum use of the committee members’ time.
• Appoint subcommittees when appropriate and serve as the subcommittee’s reporting authority.
• See that all recommendations for Board action are presented in writing to the Secretary one week in advance of a Board meeting for dissemination to the Board.
• Review and execute the budget for the current fiscal year.
• Prior to two weeks before the May Board Meeting submit, to the Budget and Finance Committee, a proposed budget for the ensuing fiscal year.
• Maintain a record of all expenditures (reimbursed and non-reimbursed) for successor and the Budget and Finance Committee.
• Appointed by the President, the Committee Chairperson is responsible to the Board through the President or his/her designee.

CHAPTER OFFICE/MEETING SITES LIAISON

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PURPOSE

In order to provide for the efficient administration of Association business, provision has been made for the maintenance of a Chapter Office. Currently, this is accomplished by the use of a contractor. A Liaison Officer is necessary in order to advise the contractor of the Association’s requirements, both conceptually and practically. Similarly, in order to have productive and enjoyable monthly meetings, it is necessary to arrange for and maintain liaison with the establishment at which our dinner meetings are held.

1. RESPONSIBILITIES

Establish/maintain as necessary a liaison with the Chapter (Association) Office, including but not limited to carrying out the requirements of the Association as determined by the Board of Directors, meeting as necessary with the management of the Chapter Office Contractor, and ensuring the smooth and efficient conduct of the Association’s business.

Administer the provisions of the Contract for Services with the Chapter Office.

With the President of EBAEA negotiate the renewal of the Contract with the Chapter Office Contractor.

Maintain liaison between the Chapter Office Staff and Chapter members.

Monitor Chapter Office activities vis-à-vis Chapter/member’s needs and report to the Board of Directors.

Establish/maintain as necessary a liaison with the establishment at which Dinner Meetings are contracted.

Negotiate as necessary the contract for services with the providing establishment for meals and necessary ancillary services.

Monitor and ensure to the extent possible the provision of attendant services looking towards smooth and enjoyable dinner meetings.

Approve and/or select menus for dinner meetings.

Brief the Board of Directors concerning the schedule of meeting sites, satisfaction/dissatisfaction of members with the meeting site(s) and any problems, resolved or unresolved.

CSEA DIRECTOR

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1. RESPONSIBILITIES

Attend meeting of CSEA Board of Directors as a representative of the East Bay Association of Enrolled Agents.

Serve as liaison between the East Bay Chapter and the California Society of Enrolled Agents.

2. DUTIES

Attend and actively participate in the proceedings of the CSEA Board of Directors.

Record all actions taken by the CSEA Board of Directors and report back to the East Bay Board of Directors and to the East Bay Chapter members.

Keep accurate records of all authorized expenses incurred and submit them to the Treasurer in a timely manner.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

DIRECTOR

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1. RESPONSIBILITIES

The director, along with other members of the Chapter’s governing board, shall be responsible for establishing the policy within which the organization shall function. The Directors, collectively, shall control the Chapter’s property, be responsible for its finances and direct its affairs.

2. DUTIES

Attend monthly business meetings on the dates prescribed by the President.

Review and consider committee recommendations prior to voting upon those issues.

Periodically evaluate the budget to determine adequacy.

Require an annual audit of the Chapter’s financial records.

Adopt an annual budget in July of each year.

Serve on committees as appointed by the President.

3. PROCEDURES

When elected as a Director, obtain from your predecessor or the Chapter office a copy of the Articles of Incorporation, Bylaws, Standing Operating Procedures, Standing Rules and minutes of the last Board of Directors meeting for review. These documents should accompany you to your first Board meeting. Refresh your memory by perusing Robert’s Rules of Order.

Review the various Standing and other Committees of the Chapter. If there is a personal preference for service, so advise the President.

Before each Board meeting, each Director shall receive a "packet" containing the Board’s Agenda, committee reports, Treasurer’s Report, correspondence or other items to be considered during the meeting. Read and study these papers as soon as possible and before the meeting is called to order.

Turn over all correspondence, papers and records (including this SOP) to your successor.

Maintain a record of all expenditures (reimbursed and non-reimbursed) for successor, and the Budget and Finance Committee.

ENROLLED AGENT EXAMINATION CLASS

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1. RESPONSIBILITIES

Organize, arrange, and execute the annual preparatory class for the Enrolled Agent Special Enrollment Examination (SEE.)

2. DUTIES

See that the class is adequately advertised through direct mail and other appropriate means.

Chairman to serve as member of the Membership and Chapter Development Committee.

Chairman to recommend instructor of the class to the Board of Directors.

Chairman to arrange for staff volunteers at East Bay Exam SEE sites.

3. PROCEDURES

Decide upon a price for the class.

Arrange for appropriate facilities well in advance of the class.

Arrange for the instructors well in advance of the class.

Gather and put together the appropriate materials for the use of attendees.

Obtain any handout information and arrange for staff volunteers at the two East Bay Exam SEE sites on the two test dates.

Arrange for the proper registration of the attendees.

Prepare written recommendations for changes or modifications to this SOP or approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

EAST BAY TAX TALK SEMINAR

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1. RESPONSIBILITIES

Organize, arrange, and execute the annual three day update seminar.

2. DUTIES

Appoint subchairperson to handle the various specific functions required for a successful seminar and assist and coordinate their efforts. Subchairperson shall include, but not be limited to, program, exhibitors, registration, and hospitality.

Well in advance select a site and make necessary confirmations with site management as to dates, menu, prices, public address systems, educational aides and other considerations for the conduct of the seminar.

Seek out well in advance qualified speakers, ensure that the speakers and programs meet the requirements of IRS/NAEA, the California Board of Accountancy, and the California Tax Preparers Program.

Advertise well in advance and solicit early registrations.

Well in advance, send letters to exhibitors with products and services that may be useful to members inviting them to attend and informing them of the fees.

Have speakers’ outlines and biographies printed and assembled in binders for distribution to the attendees.

Submit a budget proposal to the Budget and Finance Committee for the forthcoming Seminar prior to the May Board meeting.

EDUCATION COMMITTEE

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1. RESPONSIBILITIES

Keep informed of all requirements and changes of continuing professional education of the IRS/NAEA, the California State Board of Accounting, and the California Tax Preparer Program.

Coordinate planned educational activities of the Chapter including the November Seminar, Mini Seminars, and Dinner Meeting Program.

In order to develop and maintain a coordinated education program, the Education Committee will include as a member, the Chair of the November Seminar Committee and also contain the following sub-committees and their Chairs:

Continuing Education (CPE)

Dinner Meeting Program (speaker)

Mini-Seminars

2. DUTIES

Represent the Chapter at CSEA Professional Education Committee Activities where appropriate.

Coordinate and review educational topics relevant to Chapter membership and preferred speakers on such subjects.

Evaluate speaker effectiveness.

3. PROCEDURES

Monitor all educational activities of the Chapter.

Keep or cause to be kept records of speaker evaluations and membership preferences.

Correspond with the CSEA Professional Education Committee as required and report programs to the Chapter Board.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

ETHICS AND PROFESSIONAL CONDUCT COMMITTEE

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REFERENCES

Robert’s Rules of Order Newly Revised

National Association of Enrolled Agents’ Bylaws and Code of Ethics.

California Society of Enrolled Agents’ Bylaws and Code of Ethics.

East Bay Association of Enrolled Agents’ Bylaws.

Treasury Department Circular 230

Internal Revenue Code.

Appendix A to CSEA Ethics and Professional Conduct SOP.

1. RESPONSIBILITIES

Be especially alert to those disciplinary matters which may indicate committee action.

Process all ethics and professional conduct complaints lodged against member of this Association.

When appropriate, mediate complaints and conduct hearings for the Association.

Provide reviewing authorities with adequate factual information on which to base recommendations and decisions regarding disciplinary issues.

Take those measures necessary to ensure strict confidentiality in all steps of processing an ethical complaint or a preparer penalty issue.

Function as the Preparer Penalty Panel for this Chapter.

Where appropriate, represent any member who may be subjected to prepare penalty assessments based on alleged negligent practices.

2. DUTIES AND PROCEDURES

Follow the guidelines provided in Appendix A to the CSEA Ethics and Professional Conduct Committee SOP.

Become familiar with the referenced documents.

Be prepared to consult with corporate counsel when necessary.

Prepare written recommendations for changes or modifications to this SOP for approval of the board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

Review penalty cases brought to the panel and decide upon appropriate action.

Represent members before the IRS in penalty cases that the panel decides to accept.

FIRST VICE PRESIDENT

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1. RESPONSIBILITIES

Assume and perform the responsibilities and duties of President in his/her absence.

Serve as liaison between the committees assigned by the President and the Chapter Board of Directors.

Coordinate the activities of all assigned committees.

2. DUTIES

Be prepared to assume the duties of President of the Chapter.

Assist the President in carrying out the responsibilities and duties of his/her office.

Frequently monitor the progress of all assigned committees, as measured against the President’s charge, offering suggestions and making recommendations for membership changes of dissolution of the committee when appropriate.

Perform such other duties as the President or Board of Directors may assign.

Prepare written recommendations for changes or modifications to this SOP for approval to the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

3. PROCEDURES

Assume duties after the Installation at the June Chapter meeting.

LEGISLATIVE AND GOVERNMENT AFFAIRS

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1. RESPONSIBILITIES

To keep Chapter members informed of new laws or amendments to existing laws that affect the general public and the profession of Enrolled Agents.

To promote and protect the interests of the Enrolled Agent.

To represent the Enrolled Agent on the local, state, and national level with the legislature and government agencies. Coordinate these activities with the California Society of Enrolled Agents and the National Association of Enrolled Agents.

2. DUTIES

Review existing laws relating to tax preparers in general, and relating to or referring to Enrolled Agents specifically.

Keep abreast of new laws being proposed or introduced that relate to tax preparers in general and Enrolled Agents specifically.

Maintain communication with the Board of Directors of the Chapter and the membership of the Chapter for legislative input and action.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over to your successor all correspondence, papers, and records (including this SOP) .

MEMBERSHIP AND CHAPTER DEVELOPMENT COMMITTEE

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Approved by the BOD, August 16, 2000

1. RESPONSIBILITIES

Increase the membership of the Chapter.

Keep members informed of the services available to them through the Chapter, CSEA and NAEA.

Develop ideas for additional program and/or services for the benefit of the Chapter members.

Welcome new members and insure that they receive all member benefits to which they are entitled.

2. DUTIES

A Keep records on an ongoing basis, that provide a complete and updated record of membership.

Develop new and creative ideas for contacting people who have passed the Treasury Card Examination to further the growth of the Chapter.

Review and process as necessary all data received from the National Office and from CSEA pertaining to membership.

Send a new member a letter of welcome informing them of services available.

Inform appropriate committee chairs of new members and/or their desire to serve on a committee.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to you successor.

Keep blank membership certificates and other membership materials.

Issue CSEA/EBAEA certificates and badges to new members.

Implement or cause to be implemented an information dissemination system such as "Telephone Tree" in order to involve the membership; encourage Chapter participation, and inform the membership of Chapter activities.

Implement a two-step subscription program for Chapter dinner meetings.

1. A six-month subscription will be priced at the regular cost of six Chapter dinner meetings, and will include a discount coupon valid for future Chapter educational activities.
   
2. A twelve-month (eleven dinner) subscription will be priced at the regular cost of ten Chapter dinner meetings, and will include the above coupon.
   
3. Coordinate activities of Chapter Office, Reception and Treasurer to ensure smooth administration of the program.
   
4. Adjust the program accordingly if first implemented after the start of a fiscal year.

MINI-SEMINAR SUB-COMMITTEE OF THE EDUCATION COMMITTEE

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1. RESPONSIBILITIES

Organize, arrange, and execute regular seminars for the Chapter.

Ensure that the speakers meet the requirement of a qualified instructor

2. DUTIES

Seek out well in advance, qualified speakers for the seminars.

Ensure that the speaker and program meet the requirements of the IRS/NAEA, California Board of Accounting and California Tax Preparer Program.

Select a site and make necessary confirmations as to dates, pries, educational aides, and other considerations for the conduct of the seminar.

Act as moderator for the seminar.

3. PROCEDURES

Arrange for appropriate facilities and speakers well in advance of the seminar.

Advertise well in advance and solicit early registrations.

Work with Education Committee to coordinate topic selection with other planned educational activities and Chapter preferences.

Decide upon a price and arrange for registration of attendees.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

NOMINATING COMMITTEE

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REFERENCES

Article IV, sections 4.02, 4.03, 4.04

Article V, sections 5.02, 5.03

Article VII, section 7.02

1. RESPONSIBILITIES

Nominate for consideration of the Chapter membership one (1) candidate for each of the elective offices of the Chapter.

2. DUTIES

Establish selection criteria for nominees.

Screen candidates for nomination.

Select nominee for each elective office.

Prepare a report including the nominees for promulgation in the April Chapter Bulletin and present at the May Business meeting.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

3. PROCEDURES

Procedures to be followed are those as contained in the attached Chapter’s Bylaws.

PRESIDENT

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1. RESPONSIBILITIES

As chief executive officer of the Chapter, provide the leadership essential to the day-to-day operations of the Chapter and in developing its future plans.

Ensure compliance with the Bylaws and other rules and regulations of the Chapter.

Protect the rights and interests of all members of the Chapter.

Initiate such action as may be necessary to ensure the financial viability of the Chapter.

With the Chapter Board of Directors, establish Chapter policy and serve as the spokesperson thereof.

2. DUTIES

Schedule and preside at all meetings of the general membership and Chapter Board of Directors.

Serve as ex-officio member of all committees, except the Nominating Committee and the Ethics and Professional Conduct Committees.

Appoint, with the advice of the vice presidents, and the approval of the Board of Directors, both standing and ad-hoc/task force committees.

Keep the officers and directors advised of all significant matters arising within their purview.

Issue a President’s Charge to all person(s) elected/appointed to carry out specific projects.

Adhere to the procedures contained in Robert’s Rules of Order when Chapter Bylaws or Articles of Incorporation do not have precedence.

Maintain or enhance the professional standing of the Chapter.

Require an annual review and update of all Chapter Operating Procedures.

Oversee the preparation of the Chapter Annual Report, Chapter of the year recommendation , and Enrolled Agent of the year recommendation to the California Society.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

3. PROCEDURES

Assume duties after Installation at the June Chapter meeting.

Prepare the agenda for each monthly Board of Directors meeting for distribution to all members.

PROGRAM SUBCOMMITTEE OF THE EDUCATION COMMITTEE

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1. RESPONSIBILITIES

Obtain qualified Speakers for the Chapter dinner meetings.

Ensure that the speakers meet the requirement of a qualified instructor, discussion leader, or speaker.

To conduct that portion of the meeting allotted the speaker for education/ information.

To obtain biography and written outline from speaker in advance of the engagement.

2. DUTIES

Seek out well in advance, qualified speakers for the Chapter dinner meetings.

Ensure that the speaker and program meet the requirements of the IRS/NAEA, California Board of Accountancy, and California Tax Preparer Program.

Act as host and guide to the speakers upon their arrival at the dinner meeting site.

Introduce the speaker and program from his/her supplied biography and written outline. Be certain the speaker stays within the required and allotted time.

Distribute or cause to be distributed, the program outline at all Chapter educational functions.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

Work with Education Committee to coordinate topic selection with other planned educational activities and Chapter preferences.

PAST PRESIDENTS ADVISORY COMMITTEE

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1. RESPONSIBILITIES

Give advice, suggestions, and guidance to the Board of Directors and the members regarding the overall operations of the Chapter.

Develop, maintain, and review the Chapter Long-range Plan.

Develop and maintain the historical archives of the Chapter.

2. DUTIES

Meet at least annually to consider and discuss matters referred to the committee by the President.

Report annually, to the Board of Directors at the Board Retreat, the status of the Long Range Plan as well as ideas, suggestions, and guidance for implementation and adherence to the plan.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

PUBLIC AFFAIRS COMMITTEE

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1. RESPONSIBILITIES

Seek out and implement programs to increase public awareness of Enrolled Agents, making the name synonymous with tax professionals.

Wherever possible, have published locally information about Chapter meetings and activities.

2. DUTIES

Develop goals and objectives to accomplish the responsibilities.

Determine the most cost effective methods of increasing public awareness of Enrolled Agents and present a year long plan to accomplish the goal of increased public awareness.

Continue the Speakers’ Bureau by publishing a brochure advertising the Speakers’ Bureau availability and coordinate speaking engagements. Establish and maintain contacts with various civic and public organizations such as Chambers of Commerce, Lions, Rotary, etc.

Disaster assistance shall be a sub-committee of the Public Affairs Committee with the following duties and responsibilities.

Maintain liaison with CSEA and adjacent Chapter PIOs, to coordinate efforts.

Develop and maintain an SOP for Disaster Assistance.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

RECEPTION SUBCOMMITTEE OF THE MEMBERSHIP AND CHAPTER DEVELOPMENT COMMITTEE

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1. RESPONSIBILITIES

Greet members at the monthly dinner meetings.

Maintain a list of attendees and moneys collected.

2. DUTIES

Set up reception table and sign in and greet members as they arrive.

Collect money and record receipt, properly endorsing checks and safeguarding the cash and reconciling moneys received to attendees present. Deposit money collected as directed by Board of Directors.

Alert membership chairman to the presence of any new members.

Be responsible for Chapter banners and display them at each meeting.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

Obtain list of dinner meeting attendees from the Chapter Office.

REIMBURSEMENT POLICY

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SECTION 1. PRESIDENT

The President of the Chapter shall be encouraged to attend both the National and State functions as a representative of the Chapter. The President or designee is reimbursed as indicated in Section 2..

In the event the President cannot attend a function, the First Vice President shall act for the President. If the First Vice President cannot attend a function the Second Vice President shall act for the President. If none of the officers can attend; the Board of Directors shall appoint a member of the Chapter to represent the President.

SECTION 2. REIMBURSEMENT

Reimbursement must be requested from the Treasurer, in writing, within one month following the date of the event. The request should include the function, date of event, itemized expenses and receipts for substantiation. In order to receive reimbursement for travel, hotel/lodging or food expenses, the activity must be located at least 100 miles from the (non-President/designee or non-CSEA Director/designee) attendee’s home.

Items reimbursed are as follows.

A. Travel: 100% (Substantiation required.) Reimbursement is for reasonable, actual expenses (i.e., tourist class or applicable IRS mileage allowance rate, for the most direct route.)

B. Hotel: 100% (Substantiation required.) Reimbursement is for the lower of actual cost or convention hotel rates.

C. Food: (Substantiation required.) Reimbursement is actual cost up to a maximum of highest IRS per diem rate.

D. Cost of Function: 100%

E. No reimbursement is allowed for continuing education. If CE is included in the cost of the function, it is deducted from the reimbursable amount if the Officer attends the CE course. If CE is an additional cost, the cost is paid by the Officer. If CE is included in the cost, and cannot be detailed, the entire amount is reimbursable.

SECTION 3. STATE DIRECTORS

Reimbursement is consistent with Section 2 Items A, B and C for expenses not paid for by the State.

SECTION 4. CHAPTER COMMITTEE CHAIRMAN AND MEMBERS

Chapter Committee Chairpersons who also serve on their corresponding State Committee will be reimbursed consistent with Section 2, Items A, B and C for expenses not paid for by the State. This reimbursement period will cover one (1) day for every day of Committee activity.

No other items will be reimbursed without approval of the Board of Directors.

SECTION 5. CONVENTION REIMBURSEMENT

To encourage members to attend the business meeting of both the State and National conventions, reimbursement is allowed up to an amount to be designated in the approved Chapter Budget for each convention.

The maximum reimbursement allowed each member attending a convention shall be $200.00 to attend the State Convention and $300.00 to attend the National Convention. The amount designated is divided equally among all attendees up to the maximum limits above. In no instance will an attendee be reimbursed more that their itemized expenses. Reimbursement is consistent with Section 2, Items A, B and C.

SCHOLARSHIP COMMITTEE

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1. RESPONSIBILITIES

• Ascertain amounts of scholarship monies available and recommend distribution of funds to college students and Chapter members.
• Solicit funds for scholarships.
• Annually recommend scholarship activity for the following calendar year to the Board at the September Board meeting.

2. DUTIES

• Establish scholarships to be provided for the year.
• Notify appropriate college officials and Chapter members of scholarship availability and provide guidance in how to apply for funds.
• Set criteria for the selection of recipients. Such criteria to include but not limited to the pursuit of a career in taxation and submission of a written request outlining the intended course work.
• Assist the Board of Directors in the selection of recipients from among applicants and arrange for a formal presentation of awards at the Chapter dinner meeting.
• Prepare written recommendations for changes and other modifications to this SOP for approval of the Chapter Board.
• Turn over all correspondence, papers, and records (including this SOP) to your successor.

SECRETARY

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1. GENERAL RESPONSIBILITIES

The secretary shall keep minutes of the Annual General membership meeting, and the Board of Directors meetings; see that all notices are duly given in accordance with the Bylaws or as required by law; be technical custodian of the Chapter records He/she shall, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the board of directors.

• 2. RESPONSIBILITIES
• Keep an accurate record of proceedings of the Board of Directors Annual Membership meetings, and the annual Retreat.
• Keep or cause to be kept, with proper care and control, the corporate seal.
• Keep or cause to be kept, the administrative and operating files of the Chapter.
• Determine eligibility and so certify all officer and director nominations made from the floor.

3. DUTIES

Keep the minutes in accordance with the general guidelines established in Robert’s Rules of Order, Newly Revised.

Note any approved changes or corrections to the minutes of the previous meeting.

Protect information of a personal and confidential nature from unauthorized disclosure.

Call the roll when required. At the Annual General Membership meeting, prior to the acceptance of nominations from the floor, announce in open session whether there are any nominations for each office to be elected.

Keep, or cause to be kept, a file of all Committee reports, the Chapter official Membership roll, master copies of the Chapter Articles of Incorporation, Bylaws and Standing Rules, the corporate seal, and the administrative and operating files of the Chapter.

Attest to official documents of the Chapter as the Chapter’s Board may direct.

Conduct the general correspondence of the Chapter, that is, correspondence which is not the assigned responsibility of the other officers, directors, or committees. .

4. PROCEDURES

In addition to Robert’s Rules of Order, the public library has a wide variety of secretarial handbooks containing information on the taking of organizational minutes. All minutes should conform to the procedure outlined in the CSEA secretary’s handbook.

A final typewritten copy of the minutes should be sent to the Chapter office who shall copy and make distribution to each member of the Board at least one week prior to the subsequent Board meeting.

The administrative and operating files of the Chapter should be established and maintained in accordance with the standards of good administration and practices. Regardless of the system used, procedures must be in effect to preclude unauthorized disclosure of information of a personal or confidential nature. Usually such information shall stem from the activities of the Chapter’s Ethics and Professional Conduct Committee. For the more formal documents of the Chapter: Articles of Incorporate , Bylaws, Standing Rules and minutes, a record book should contain these papers with amendments or changes properly dated and entered.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

Maintain a record of all expenditures (reimbursed and non-reimbursed) for successor, and the Budget and Finance Committee.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board at their May meeting.

Take a Board presentation at the Board meetings when appropriate.

SECOND VICE PRESIDENT

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1. RESPONSIBILITIES

Assume and perform the responsibilities of First Vice President on his/her absence.

Serve as liaison between the committees assigned by the President and the Chapter Board of Directors.

Coordinate the activities of your committees.

2. DUTIES

Be prepared to assume the duties of First Vice President of the Chapter.

Frequently monitor the progress of your assigned committees as measured against the President’s Charge, offering suggestions and making recommendations for membership changes or dissolution of the committee when appropriate.

Perform such other duties as the President or Board of Directors may as sign.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to your successor.

3. PROCEDURES

Assume duties after installation at the June Chapter meeting.

TREASURER

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1. RESPONSIBILITIES

Serve as technical custodian of all Chapter funds.

Function as the disbursing agent.

Keep and maintain, or cause to be kept and maintained, the Chapter’s financial records.

Prepare and submit financial reports for approval of the Chapter Board of Directors.

Make available all financial records for annual audit.

Ensure that tax returns for the preceding fiscal year are completed, signed, and filed as required by law.

2. DUTIES

Keep, or cause to be kept, safely all monies of the Chapter and be responsible for the deposit of same in the name of the Chapter in such banks, trust companies, or other depositories and shall be approved by the Board of Directors.

Disburse, or cause to be disbursed, any obligation of the Chapter approved for payment by the Board of Directors.

Keep the books on an accrual basis and in double entry form in accordance with generally accepted accounting principles and practices.

Prepare, and present, financial reports in a format which facilitates comparison to the approved budget.

Be prepared to provide continuous financial advice.

Make available the books and accounts of the Chapter to those persons specifically authorized by the Board of Directors.

Prepare, or cause to be prepared, tax returns for the fiscal year immediately preceding your term in office. (The fiscal year of the Chapter is July 1st through June 30th).

Give bond (premiums paid by Chapter) for faithful performance of duties.

3. PROCEDURES

The Board of Directors shall designate one (or more) persons bonded by the Chapter to sign Chapter checks. They are forbidden to sign an incomplete draft. Normally the Treasurer is one of the signatories; and if not, the Treasurer’s verbal approval shall be satisfactory. Any check amount in excess of $2,000 requires Board of Directors approval.

The Standing Rules of the Chapter should prescribe standards concerning reimbursement for expenses

Incurred over budget or exceeding the amount authorized in a President’s charge to a Committee.

When valid invoices or receipts are not included.

Incurred without prior notification and approval. If the above are not delineated in the Standing Rules, appropriate recommendations shall be submitted to the Board of directors. A reasonable degree of discretion should be allowed to the Treasurer in establishing these guidelines so as to minimize any requirement for frequent Board action.

The financial condition of the Chapter is of paramount importance and any significant trend which indicates future fiscal problems must therefore be brought to the immediate attention of the President and the Board of Directors together with recommendations for remedial action.

The books and accounts of the Chapter shall be audited annually by an Audit Committee.

Turn over all correspondence, papers, and records to the Chapter office for storage. Records for continuity are turned over to the successor.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

The Treasurer may establish a separate checking account for the convenience of the fall Tax Talk Seminar Committee. If this account is established, the Treasurer may authorize the Chair of that committee to sign checks on the account, provided that the committee Chair obtains the same bond as required of the Treasurer. The Treasurer may transfer such funds into that account in anticipation of reasonable, budgeted needs as requested in writing by the committee Chair. Since the Treasurer will no longer have direct oversight of those funds, the fall Tax Talk Seminar committee Chair will assume liability for the correct and proper expenditure of these funds. The Treasurer may otherwise commingle fall Tax Talk all Seminar funds in order to provide the maximum benefit to the Chapter. (Adopted August 18, 1999.)

APPENDIX A

The following is a list of the various types of returns that the Treasurer must prepare, or cause to be prepared, on behalf of the Chapter. Also listed are the due dates of the returns and a brief description of each return.

Form 990/199.   Federal and State returns for Non-Profit Corporation.

Due Date is 11-15 (Chapter FYE is 06-30)

Treasurer is currently preparing these returns.  The type of Form 990 that is required to be filed each year will be determined by the UBI (or UBTI) gross filling requirement.

Form 1096/1099.  Informational Returns and Transmittal Forms.

Due Dates.  Form 1099 to recipient by 01-31 and Form 1096/1099 to IRS by 02-28

Treasurer is currently preparing these returns.

WEBSITE DEVELOPMENT SUBCOMMITTEE
of the Membership and Chapter Development Committee

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Approved by the BOD, August 15, 2001

1. RESPONSIBILITIES

Maintain a professional website for the Chapter.

Keep members electronically informed of the services available to them through the Chapter, CSEA and NAEA.

Develop ideas for additional website programs and/or services for the benefit of the Chapter members and prospective members.

Provide the public with information about and location of willing member EAs.

2. DUTIES

Maintain ownership of current domain names and procure/protect future domain names as necessary.

Provide the following minimum resources on the website:

• Bulletins
• Bylaws and SOPs
• Calendars of upcoming Chapter and related events
• Contact information for Chapter Office, Officers and Directors

Implement or cause to be implemented an information dissemination system such as email-based "Telephone Tree" in order to involve the membership; encourage Chapter participation, and inform the membership of Chapter activities.

Pursue the feasibility of producing and publishing electronic (pdf and email) versions of the Bulletin; coordinate process with Bulletin Editor and Chapter Office.

Investigate new ways to add value to website to encourage increased member usage.

Contract with skilled members or outside contractors (subject to Board budget limits) to provide website services.

Prepare written recommendations for changes or modifications to this SOP for approval of the Chapter Board.

Turn over all correspondence, papers, and records (including this SOP) to successor.