Oklahoma Society of Enrolled Agents ByLaws



OKLAHOMA SOCIETY OF ENROLLED AGENTS BYLAWS

January 8, 2012


ARTICLE VII   - DIRECTORS

7.01:   THE BOARD OF DIRECTORS

The Board shall be comprised of the President, Vice President, Secretary, Treasurer, Immediate Past President, and the following: Four (4) Directors-at-Large and a Chapter Representative of each Local chapter. Each Local chapter President has the option to appoint a representative to attend Board Meeting on their behalf.

7.02:   QUALIFICATIONS AND TERMS OF OFFICE

Members only shall be eligible to serve on the Board of Directors. Four (4) Directors-at-Large consisting of Directors-at-Large #1, 2, 3, and 4 shall be elected to serve a two-year term. Two (2) Directors-at-Large shall be elected each year; Directors-at-Large #1 and #3 shall be elected in an odd year and Directors-at-Large #2 and #4 shall be elected in an even year. Directors-at-Large may serve up to two consecutive full terms. An appointed or elected term of less than two years shall not exclude a Director-at-Large from serving an additional two (2) consecutive two-year terms. The term of office shall commence on or about July 1st in the year of their election and shall continue until their successors have been elected or assumed office, and have been installed.

7.03:   ELECTION OF DIRECTORS

Directors-at-Large of the Society shall be elected by mail or electronic ballot. Directors-at-Large to be elected would require the two (2) highest number of votes cast. Ballots shall be distributed by December 5th to all members in good standing as of November 1st of the current year. The Secretary or Society Assistant, if so designated, shall attest to the authenticity of the Member rolls. The number of Members on that date shall be used to determine the quorum for the election. Ballots must be received from at least twenty-five (25) percent of the Members to meet the quorum for mail-in or electronic ballot. Ballots must be received at the specified return location by the close of business the following January 15th if a business day, otherwise at the close of the next business day to be valid. Ballots shall not be processed until the quorum has been met. If the quorum has not been met, the election slate shall be considered to have been timely published and shall be presented to the Immediate Past President, Chapter Representatives and Nominating Committee for resolution within thirty (30) days of notification.

7.04:   DUTIES AND RESPONSIBILITIES

The Board shall be the governing body of the Society and shall have the authority and responsibility for the supervision, control and direction of the Society.

7.05:   REMOVAL OF DIRECTORS

A Director-at-Large shall be removed from office for unexcused absence at two scheduled meetings of the Board per year.

7.06:   VACANCIES

    a.   If a directorship becomes vacant for any reason, the Board may select a member to fill the vacancy until the next election at which time the membership shall elect a Director to serve the remaining term.

    b.   If a Chapter Representative position becomes vacant for any reason, the Board will direct the Chapter to select a new Chapter Representative to fill the vacancy.



ARTICLE VIII   - BOARD MEETINGS

8.01:   CALL TO MEETINGS

A meeting of the Board of Directors may be called by the President, or upon written request of a majority of the members of the Board.

8.02:   TIME AND PLACE OF MEETINGS

The time and place for all meetings of the Board shall be fixed and determined by the President with the approval of the Board.

8.03:   NOTICE OF MEETING

Written notice of a meeting shall contain an agenda and be mailed to the members of the Board at least seven (7) days prior thereto by the Secretary, or designee.

8.04:   OPEN MEETINGS

All meetings of the Board shall be open to the members except when an ethics or professional conduct issue, a personnel issue, or a lawsuit is before the Board. Members attending open board meetings shall be heard.

8.05:   QUORUM

A quorum for a meeting of the Board shall be a majority of the Board of Directors.

8.06:   MEDIA MEETINGS

Subject to the requirements of the laws of the State of Oklahoma, a meeting of the Board may be held by conference telephone or similar communications equipment. Such meeting shall be valid if (1) all members of the Board have been noticed, (2) a majority of the members of the Board participate, and (3) if all participating can communicate with one another.

8.07:   ACTION BY A MAJORITY OF THE MEMBERS PRESENT

Subject to the requirements of the laws of the State of Oklahoma, any action required or permitted to be taken by the Board under any provision of law may be taken if approved by a majority of the members present.


Articles 1 - 2 | Articles 3 - 4 | Articles 5 - 6 | Articles 7 - 8 | Articles 9 - 10 | Articles 11 - 12 | Articles 13 - 14 | Articles 15 - 16

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