Annual meeting to include comprehensive Bylaws revisions.

The current bylaws of The Ohio Society of CPAs were approved by the members of The Ohio Society in 1997. Advances in technology, changes in the profession's ethics enforcement program, and changes in Ohio law led the Executive Board of the Society to conclude the bylaws should be updated. A task force was appointed to review these changes and provide recommendations for necessary bylaws amendments. Due to the scope of the changes required, the task force recommended a comprehensive update of the bylaws, which was approved by the Executive Board for submission to the membership.

Key changes in the proposed bylaws revision include:

* Permitting increased use of e-mail for official meetings of the Society's governing bodies

* Adoption of recent changes to the Joint Ethics Enforcement Program administered by the AICPA

* A reorganization of the bylaws to combine similar provisions by topic

Many portions of the existing bylaws were retained, but moved to a different section to improve internal organization, flow and consistency. Other sections remain substantively unchanged, but were rewritten for clarity or to eliminate ambiguity.

The following is a brief summary of significant categories of change in the draft:

Not-for-profit practice: Sections such as name, purpose, indemnification, and intellectual property were added to conform to recommended practice for not-for-profit organizations.

Membership: Provisions related to member and affiliate status were grouped and reorganized to provide all requirements for members and affiliates in a single area of the bylaws. The distinction between resident and non-resident classes of membership is recommended to be eliminated.

Communication technology: Provisions throughout the bylaws related to communications have been revised to permit electronic communication for notices, voting and conduct of meetings. One exception is formal balloting of the membership, which must still take place via mail.

Meetings, Executive Board, officers and committees:

Governance practices are substantively unchanged, with the exception of permitting electronic communications and clarifying language to provide for exceptional circumstances not addressed in the previous bylaws, such as candidates or officers withdrawing or not completing a term of office.

Sections: Since special interest sections do not operate under charters, the references to charters was eliminated and replaced with a requirement to operate in accordance with Society board policy.

Disciplinary action: In 2004, the membership of the AICPA approved bylaws amendments to enhance the member disciplinary process. The Professional Ethics Committee and Executive Board of The Ohio Society voted to recommend that the Society's membership amend the bylaws to provide for parallel disciplinary procedures. The three areas of change recommended in member disciplinary procedures are:

* Permit adding an admonishment sanction, publicly admonishing a member without suspending or terminating membership. This sanction has been available to the Joint Trial Board, but was not previously available to the AICPA and state societies' professional ethics committees.

* Permit The Ohio Society's Professional Ethics Committee to sanction a member without an investigation if a member has been sanctioned by an organization approved by the Executive Board, such as the SEC, IRS or PCAOB. This change will increase the timeliness of the ethics investigation process. Current procedures require that the membership investigation be deferred until all other legal and regulatory actions have been concluded. Either the member or the Professional Ethics Committee may request that automatic sanctions not take effect, and refer the matter to the Trial Board for a hearing.

* Increase the transparency of the disciplinary process by providing the Society the flexibility to publish more information about disciplinary matters, and to disclose the results of an investigation to the individual or body filing the complaint. Currently, the Society does not disclose to a complainant private remedial actions taken against members, or actions concluded with no finding of a violation. Complainants would now be informed as to when and how an investigation was concluded.

Member Ballot:

Recommended bylaws revisions will be presented at the Annual Meeting and Members Summit on June 22. The process of amending the bylaws begins with a majority of the members present at the Annual Meeting approving submission of the amendments to all members. If approved at the Annual Meeting, the recommended amendments will be sent to all members. Adoption requires a two-thirds affirmative vote by those members who return ballots.

The complete text of the recommended bylaws revision is available at www.ohioscpa.com.

If you have any questions about the recommended bylaws revisions, please contact Laura Hay, chief operating officer, at 800.686.2727, ext. 322 or Lhay@ohio-cpa.com.

2006 Members Summit and Annual Meeting set for June 22

Leslie Murphy, chair of AICPA, will discuss the state of the profession during the Members Summit. The program will also feature a broad array of concurrent sessions on topics including the Commercial Activities Tax, practice management, managing health care costs, network security and revenue recognition.

The Society's Annual Meeting takes place during lunch and is open to all members. The 2005-2006 financial results are presented along with the 2006-2007 budget. The Executive Board for 2006-2007 is also installed during the Annual Meeting. For more information or to register, go to www.ohioscpa.com or call CPAnswers at 888.959.1212.