Oklahoma Society of Enrolled Agents ByLaws



OKLAHOMA SOCIETY OF ENROLLED AGENTS BYLAWS

January 8, 2012


ARTICLE XV   - DISSOLUTION

15.01:   DISSOLUTION

The dissolution or winding up of the Society shall follow the requirements of the Oklahoma Corporation Code. Upon dissolution, it shall be the obligation of the Treasurer to ensure that all just debts and claims against the Society are paid. Any funds remaining after payment of all debts and obligations shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations exempt from taxation under Section 501 of the Internal Revenue Code. Such organizations are to be selected by the Board.



ARTICLE XVI   - AMENDMENT OF BYLAWS

16.01:   AMENDMENT

These bylaws may be amended in any one of three ways, provided that in each case, the amendment(s) has (have) been properly noticed. The three ways are: at any annual meeting of the members; at any special meeting of the members; or by mail-in or electronic ballot. Mail ballot includes a ballot that is deposited in the US mails, sent via facsimile, hand-delivered, or sent electronically or via electronic mail.

The Members may also vote to amend the bylaws by written ballot (as opposed to a show of hands, for example) at any annual or special meeting.

The Members may also vote to amend the bylaws by mail-in or electronic ballots. Ballots must be received from at least twenty five (25) percent of the Members to meet the quorum for a mail-in or electronic ballot. The date of record for membership shall be at least thirty (30) days prior to the mailing of the ballots. The number of Members on that date shall be used to determine the quorum for the election. The Secretary or Society Assistant, if so designated, shall attest to the authenticity of the Member rolls.

Ballots shall not be processed until the quorum has been met. If the quorum has not been met, the proposal shall be considered to have been timely published and shall be presented at the next OSEA Annual Meeting.

Any proposed bylaw submitted prior to the Annual Meeting shall be presented to the membership by mail-in or electronic ballot if so requested by the author. Other proposed bylaws shall be presented for mail-in or electronic ballot if the author request, or if the Bylaw Committee so recommends with the approval of the majority of the OSEA Board.

If any proposed bylaw change meets the quorum but fails to receive the majority, the identical proposed bylaw change shall not be submitted to the next OSEA Annual Meeting.

If a quorum appears to have been met, the Secretary or Society Assistant, if so designated, shall certify the quorum. A majority of the ballots received indicating approval is required. Blank ballots will be considered an abstention and will be used only to establish a quorum. Ballots marked "Yes and No" will be counted as invalid.

Ballots must be distributed to every Member entitled to vote as of the date of record on the matter under consideration. The ballot must: (1) describe the proposed action, (2) provide the Member an opportunity to specify approval or disapproval, and (3) provide a reasonable time within which to return the ballot. Solicitations of ballots must specify (1) the number of responses needed to meet the "quorum" requirement, (2) whether the proposal requires a simple majority or other requirement, and (3) the ballots must be received within forty (40) days of mailing to be counted. Ballots must be distributed to the member's address of record. Ballots cannot be revoked.

After the quorum has been met, the ballots have been counted and the results have been determined, the ballots will be stored by the OSEA Ethics Committee Chairperson for a period of sixty (60) to ninety (90) days. After the sixty (60) to ninety (90) day period has elapsed, the ballots shall be destroyed. Ballots will be destroyed unopened if a quorum is not met.

16.02:   AMENDMENT PROPOSALS

Proposals to amend these bylaws may be made by Members of the Society or by the Board. All proposed amendments by Members should be signed by three (3) Members and presented to the Bylaws Committee. The Bylaws Committee shall prepare an analysis of the proposed amendment and submit the analysis to the Board with the recommendation for consideration. If the Bylaws Committee recommends the proposed bylaw amendment be submitted to the membership for vote, the Board shall cause the proposed bylaw amendment together with the analysis of the Bylaws Committee to be included in the Call to Annual Meeting or submitted to the Membership for mail ballot. If the Bylaws Committee concludes the proposed amendment is not appropriate for submission to the Membership and the Board agrees, the proponents of the measure shall be so notified. However, the proponents of the amendment shall have the option of resubmitting the proposed amendment with the signature of fifteen (15) members, in which case it must be submitted to the membership either as part of the Call to Annual Meeting or by mail ballot for determination.

Notwithstanding other provisions of this Article, the Board is authorized to adopt certain bylaw amendments related to housekeeping corrections only. The authority of the Board is strictly limited to:

    1.   Renumbering sections after the Membership has adopted a bylaw change.

    2.   Correcting typographical errors for publication.

    3.   Making necessary grammatical corrections to published proposals or adopted amendments, provided there is no change to the intent of the proposals or amendments.



Date revised or amended:

October 1, 1990: Complete approved by the Membership.

January 8, 2012: Complete revision of Bylaws


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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