.png){kind=logo}
PROPOSED ADDITIONS ARE NOTED IN ALL CAPITAL LETTERS, BOLDFACE. (Proposed deletions are noted by strikethrough) June 16, 2025 Proposed Changes Colorado Society of Certified Public Accountants Bylaws Amended April 25, 2024 Article I - Membership Section 1. (a) Fellow Members. This class shall consist of holders of valid and unrevoked certificates of Certified Public Accountant IN ACTIVE, INACTIVE, OR RETIRED STATUS issued by the State Board of Accountancy of Colorado, or issued by authority of other states or territories of the United States, or the District of Columbia. The right to vote in the election of officers and directors or upon questions affecting the privileges, rights, duties, and aims of Certified Public Accountants shall rest solely in this class of membership. THE BOARD OF DIRECTORS MAY DESIGNATE CLASSIFICATIONS OF FELLOW MEMBERS FOR THE PURPOSE OF ESTABLISHING RATES AS THE BOARD SHALL ADOPT, BY MAJORITY VOTE OF DIRECTORS PRESENT AT ANY REGULAR OR SPECIAL MEETING. Fellow Members, In order to retain membership, A FELLOW MEMBER HOLDING A CERTIFICATE OF CERTIFIED PUBLIC ACCOUNTANT IN ACTIVE STATUS shall complete continuing professional education (CPE) requirements established by the Board of Directors. (b) Non-CPA Professional Members. This class shall consist of persons, other than holders of A CERTIFICATE OF Certified Public Accountant Certificates, who have a direct interest in the profession of the Certified Public Accountant. This class is open, but not limited to, persons who are (1) members of the professional or administrative staff of a Certified Public Accountant, or firm thereof, or (2) pursuing further requirements to become a CPA, having graduated from a post-secondary college or university university, or (3) accounting professionals employed in industry, government, or not-for-profit organizations, or (4) faculty members in accounting at accredited colleges or universities, or (5) non-CPA owners of CPA firms, OR (6) MEMBERS HOLDING A CERTIFICATE OF CERTIFIED PUBLIC ACCOUNTANT IN EXPIRED STATUS. The Board of Directors may designate classifications of Non-CPA Professional Members, with such member privileges, responsibilities, eligibility, and rates as the Board shall adopt, by majority vote of the entire Board of Directors DIRECTORS PRESENT AT ANY REGULAR OR SPECIAL MEETING. Non-CPA Professional Members are not entitled to vote or hold elective office as an officer. Non-CPA Professional Members are exempted from the membership CPE requirements. Any Non-CPA Professional Member in good standing, upon qualifying under Section 1 (a) of this article, shall be transferred to the class of Fellow Member. (c) Student Members. This class shall consist of students in a post-secondary business program at a college or university, which program satisfies the academic preparation requirements for taking the CPA examination. Student members, in order to retain membership, shall pay dues as established by the Society and conform with these bylaws. Eligibility will cease upon graduation. Any Student Member in good standing, upon qualifying under section 1 (b) of this article, shall be transferred to the class of Non-CPA Professional Member. Student Members are exempted from the membership CPE requirements. (d) In addition to the requirements set out in Section 1 (a) and (b) above, an applicant for membership: I. If engaged in the practice of public accounting as a proprietor, partner, or shareholder, or as an employee who has been licensed as a CPA for more than two years, shall be practicing in a firm enrolled in a Society approved practice monitoring program. (g) (E) Life Members. This class shall consist of any person who has been a dues-paying member of the Society for forty (40) years and is fully retired as that term is defined in the Colorado accounting statute PRIOR TO MAY 1, 2025. (f) Honorary Members. This class shall consist of persons who are entitled to receive such honor by virtue of their ability and their outstanding service to the accounting profession and the community. Honorary Members shall be elected by the.vote of two thirds of the members of the Board of Directors present at any meeting. BOARD BY A MAJORITY VOTE OF DIRECTORS AT ANY MEETING WHICH A QUORUM IS PRESENT. Honorary Members shall have all of the rights of any class of member except the right to vote. Honorary Members are exempted from the membership CPE requirements. (e) (G) Fellow and Associate Members of the Society, In order to retain membership IN THE SOCIETY, MEMBERS shall: I. Pay dues as established by the Society. II. Conform with these Bylaws and Rules of the Code of Professional Conduct. III. Engage in the practice of public accounting only with a firm that is enrolled in a Society approved practice monitoring program. --------------------------------------------------------------------------------- Article III - Resignation, Suspension, EXPULSION, or Termination of Membership Section 1. Members may resign at any time, as established by the Board., except a resignation of IF a member with respect to whom RESIGNS WHILE a complaint is pending before the Professional Ethics Board or the American Institute of Certified Public Accountants (AICPA) Joint Ethics Enforcement Program (JEEP), THE RESIGNATION WILL BE DEEMED A MEMBER EXPULSION. requires Board action for acceptance after considering the recommendation of the Professional Ethics Board. An application for reinstatement from such a person requires Board action after considering the recommendation of the Professional Ethics Board. Section 2. The Society shall terminate the membership of a member who fails to pay dues, or TO PAY any other obligation to the Society, and terminate the membership of a member who fails to comply with the A REQUIRED practice monitoring PROGRAM, or who fails to COMPLY WITH continuing professional education membership retention requirements. Any membership so terminated may be reinstated by the Board of Directors under such conditions and procedures as the Board may prescribe on a case by case basis. The Board of Directors shall consult with the Professional Ethics Board before terminating a member who is the subject of a matter before that Board or the Joint Ethics Enforcement Program or before reinstating a member who left the Society while the subject of such a matter. Section 3. A member is rendered liable to expulsion, suspension, admonishment, or other penalties for violating any provision of the Rules of the Code of Professional Conduct or of these Bylaws. Section 4. Any complaint pReferred against a member under the Rules of the Code of Professional Conduct shall be submitted to the Professional Ethics Board. Section 5. (a) Whenever a member of the Society, whether or not a member of the American Institute of Certified Public Accountants, shall be charged with violating the Rules of the Code of Professional Conduct promulgated under these Bylaws, the said charge shall be initiated in accordance with the terms of any then existing agreement between the Society and the AICPA relating to ethics enforcement. THE PROFESSIONAL ETHICS BOARD WILL REVIEW COMPLAINTS IN ACCORDANCE WITH ITS APPROVED PROCEDURES, WHICH MAY INCLUDE THOSE INCORPORATED FROM THE AGREEMENT BETWEEN THE SOCIETY AND THE AICPA RELATED TO THE JOINT ETHICS ENFORCEMENT PROGRAM (JEEP). THESE PROCEDURES WILL BE FOLLOWED WHETHER A MEMBER OF THE SOCIETY IS OR IS NOT ALSO A MEMBER OF THE AICPA. (b) In the event that a hearing is required to dispose of such charge(S) or charges COMPLAINTS, the hearing shall be conducted under the terms of the aforesaid PROCEDURES agreement, INCLUDING THOSE OF the then IN EFFECT operative rules of the Joint Ethics Enforcement Program, and any additional procedures in effect by virtue of ANY the agreement(S) between the Society and the AICPA. (c) All committees, boards, and other bodies of the Society are hereby empowered to carry OUT the provisions of Section 5 4 (a) and (b) into effect by acting jointly and in cooperation with the appropriate bodies of the AICPA under the agreements, rules, and procedures in effect between the Society and the AICPA at the time of such action. Section 6 5. (A) MEMBERSHIP IN THE SOCIETY SHALL BE SUSPENDED OR TERMINATED SHOULD A MEMBER’S MEMBERSHIP IN THE AICPA BE SUSPENDED OR TERMINATED AS A DISCIPLINARY MEASURE, EXCLUDING TERMINATION FOR NON-PAYMENT OF DUES. (b) Membership in the Society shall be suspended OR TERMINATED without a hearing should a member’s certificate as a Certified Public Accountant, or license or permit to practice public accounting, be suspended OR REVOKED as a disciplinary measure by any governmental authority. ,but s Such suspension of membership shall cease upon reinstatement of the certificate AS A CERTIFIED PUBLIC ACCOUNTANT, OR LICENSE, OR PERMIT TO PRACTICE ACCOUNTING. Membership in the Society shall be terminated without hearing should such certificate, license, or permit be revoked, withdrawn, or canceled as a disciplinary measure by any governmental authority. (C) MEMBERSHIP IN THE SOCIETY SHALL BE SUSPENDED OR TERMINATED WITHOUT HEARING SHOULD A GOVERNMENTAL AGENCY THAT HAS THE AUTHORITY TO PROHIBIT A MEMBER FROM EITHER PRACTICING BEFORE IT OR SERVING AS A DIRECTOR, OFFICER, OR TRUSTEE OF AN ENITY, FINALIZES ACTION TO SUSPEND, PROHIBIT OR RESTRICT A MEMBER FROM PRACTICING BEFORE IT OR ANOTHER GOVERNMENTAL AGENCY, OR FROM SERVING AS A DIRECTOR, OFFICER, OR TRUSTEE OF AN ENTITY. (a) (D) Membership in the Society shall be suspended OR TERMINATED without a hearing should there be filed with the Secretary of the Society a judgment of conviction imposed upon any member for: I. A crime defined as a felony (or its equivalent) under the law of the convicting jurisdiction; II. The willful failure to file any income tax return which the member, as an individual taxpayer, is required by law to file; III. The filing of a false or fraudulent income tax return of the member; or IV. The willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client. Membership shall be terminated in like manner upon the similar filing of a final judgment of conviction. (c) (E) Membership in the Society may SHALL be terminated by the Board of Directors for failure to cooperate in any disciplinary investigation of the member or the member’s partner or employee by not making a substantive response to interrogatories or a request for documents from the Professional Ethics Board within thirty days DEADLINES IMPOSED of their posting by ELECTRONIC, registered, or certified mail to the member at the last known address in the records of the Society. Section 7 6. TERMINATIONS OF MEMBERSHIP AS A DISCIPLINARY MEASURE IN ACCORDANCE WITH SECTION 4 OR SECTION 5 SHALL RESULT IN MEMBER EXPULSION. Notice of a final DISCIPLINARY actions, calling for INCLUDING the suspension or expulsion of a member, under SECTION 4 OR Section 5 and Section 6 shall be published in a membership periodical of the Society. SHALL BE POSTED BY ELECTRONIC, REGISTERED, OR CERTIFIED MAIL TO THE MEMBER AT THE LAST KNOWN ADDRESS IN THE RECORDS OF THE SOCIETY. In the case of action taken under Section 5 (a) and (b), notice shall be in a form approved by the chairman of the Joint Ethics Enforcement Program which took the last action in the matter. MEMBER SUSPENSIONS AND EXPULSIONS SHALL BE PUBLISHED BY THE SOCIETY IN A MANNER APPROVED BY THE BOARD OF DIRECTORS. No such publication shall be made until such suspension or expulsion becomes effective according to any then governing rules. WHEN A MEMBER HAS BEEN EXPELLED, THE SOCIETY RESERVES THE RIGHT TO SHARE INFORMATION OR EVIDENCE OBTAINED AS PART OF THE COMPLIANT PROCESS OR FINAL DISCIPLINARY JUDGEMENT WITH OTHER PROFESSIONAL AND REGULATORY BODIES THAT WOULD BE DEEMED PERTINENT TO PROTECT THE PUBLIC INTEREST. SECTION 7. DUES PAID FOR A MEMBERSHIP THAT IS CANCELED BEFORE THE END OF THE MEMBERSHIP PERIOD BECAUSE OF A RESIGNATION, SUSPENSION, TERMINATION, OR EXPULSION ARE NON-REFUNDABLE. SECTION 8. REINSTATEMENT OF A MEMBERSHIP THAT WAS TERMINATED BECAUSE OF NON-COMPLIANCE WITH A REQUIRED PRACTICE MONITORING PROGRAM OR FAILURE TO MEET CONTINUING EDUCATION REQUIREMENTS MAY BE GRANTED ON A CASE-BY-CASE BASIS, AS DETERMINED BY THE BOARD OF DIRECTORS OR ITS DESGINEES, CONDITIONAL UPON COMPLETION OF ANY REQUIRED REMEDIAL ACTIONS. A WRITTEN REQUEST FOR REINSTATEMENT OF A MEMBERSHIP BY AN EXPELLED MEMBER MAY BE SUBMITTED AND APPROVED BY THE BOARD OF DIRECTORS AFTER CONSIDERING THE RECOMMENDATIONS OF THE PROFESSIONAL ETHICS BOARD. THE BOARD OF DIRECTORS OR PROFESSIONAL ETHICS BOARD MAY REQUIRE DOCUMENTATION AND DEMONSTRATION OF ACTIONS SUBSEQUENTLY TAKEN TO RESOLVE ALL PROFESSIONAL CONDUCT OR NON-COMPLIANCE ISSUES.