BY-LAWS OF NEW ENGLAND PEER (QUALITY) REVIEW, INC.
Table of Contents
Article
I: Meetings of Members
Place of Meeting
Annual Meetings
Special Meetings
Quorum
Organization
Voting
Members' Action Without
Meeting
Article
II: Board of Directors
General Powers
Number and Qualifications
Classes and Voting Rights
Term of Office
Manner of Appointment
Successive Terms
Quorum and Manner of Acting
Place of Meeting, Etc.
Books and Records
First Meeting
Regular Meetings
Special Meetings; Notice
Resignations
Removal of Directors
Vacancies
Compensation
Directors' Participation
in Meeting by
Telephone
Directors' Action Without Meeting
Article III: Task Forces
Designation
Powers
Compensation
Article IV: Committees of Board of Directors
Designation;
Vacancies
Powers
Procedure; Meetings; Quorum
Other Committees
Compensation
Article V: Officers
Number
Election, Term of Office &
Qualifications
Removal
Resignations
Vacancies
Chairman of the Board
President
Vice Presidents
Secretary
Assistant Secretary
Treasurer
Compensation
Article VI: Contracts, Checks, Notes, Etc.
Execution of Contracts, Loans
Article VII: Withdrawal of a Member
Withdrawal
Forfeiture of Interest
Article VIII: Capital Funds and Operating Deficits
Funding
of Operating Deficits
Return of Funds Required by Operating Deficit
Article IX: Seal
Article X: Fiscal Year
Article XI: Waiver of Notice
Article XII: Amendments
Article XIII: Indemnification
Article XIV: Tax Exempt Status
Amendments to the NEPR By-Laws
ARTICLE I
Section 1. Place of
Meeting.
All meetings of
the Members of the Corporation shall be held at the principal office of
the Corporation in the Town of Bedford, State of New Hampshire, or at
such other places as may from time to time be fixed by the Board of
Directors or as shall be specified or fixed in the respective notices or
waivers of notice thereof.
Section 2.
Annual Meetings.
The annual
meeting of the Members shall be held not more than ninety (90) days
after the close of the fiscal year of the Corporation, on such date and
at such hour as may be fixed by the Board of Directors and stated in the
notice of such meeting or on such other date and at such time as shall
be stated in the notice of the meeting or otherwise specified by the
President. The Secretary shall serve personally, or by mail, a written
notice not less than ten (10) nor more than fifty (50) days before such
meeting, addressed to each Member at each Member’s respective principal
place of business; but at any meeting at which all Members not present
shall have waived notice in writing, the giving of notice as
above—required may be foregone.
Section 3.
Special Meetings.
A special
meeting of the Members for any purpose or purposes, unless otherwise
prescribed by statute, may be called at any time by the Chairman of the
Board, if any, the President, or a Vice President, or by a majority of
the Board of Directors, or upon written application therefor to the
Secretary by at least one Member. Written notice of such meeting,
stating the purpose for which it is called, shall be served personally,
or by mail, not less than ten (10) nor more than fifty (50) days before
the date set for such meeting. If mailed, it shall be directed to every
Member at each Member’s respective principal place of business; but at
any meeting at which all Members shall be present, or of which all
Members not present have waived notice in writing, the giving of notice
as above—required may be foregone. No business other than that specified
in the call for the meeting shall be transacted at any special meeting
of the Members.
Section 4.
Quorum.
At each meeting of the Members, the
presence, in person or by proxy, of a majority of the Members, shall
constitute a quorum for the transaction of business except where
otherwise provided by law or by the Articles of Agreement of the
Corporation or any amendment thereto. In the absence of a quorum at any
meeting or any adjournment thereof, the Members of the Corporation
present in person or by proxy shall have the power to adjourn the
meeting from time to time, until additional Members necessary to
constitute a quorum shall be present or represented. At any such
adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as originally
called. Notice of any adjourned meeting of the Members shall not be
required to be given, except when expressly required by law.
Section 5.
Organization.
The Chairman of the
Board, if any, or, in the absence of the Chairman of the Board, the
President or a Vice President, or a chairman designated by the Board of
Directors or by the Members shall preside at every meeting of the
Members. In the absence of the Secretary, the presiding officer shall
appoint a secretary pro tempore.
Section
6. Voting.
- Each Member of the Corporation shall, except as otherwise provided by
law or by the Articles of Agreement of the Corporation, at every meeting
of the Members be entitled to one vote in person or by proxy.
- At any meeting of Members at which a quorum is present, a majority
represented thereat in person or by proxy shall decide any question
brought before such meeting unless a larger or different vote or
proportion is required by law or by the Articles of
Agreement of the Corporation or by these By-laws.
-
All voting shall be
by voice vote, except that a written ballot may be used when so
requested by a majority of the Members present at the meeting. If a
written ballot shall be used, each ballot shall state the name of the
Member voting, and if such ballot be cast by proxy, the name of the
proxy.
Section 7.
Members’ Action Without Meeting.
Any action which, under any provision of the
New Hampshire Business Corporation Act, may be taken at a meeting of
Members, may be taken without such a meeting if consent in writing,
setting forth the action so taken or to be taken, is signed severally or
collectively by all of the Members. The Secretary shall file such
consent or consents with the minutes of the meetings of the Members.
Article II
BOARD OF
DIRECTORS
Section 1.
General Powers.
The property,
affairs and business of the Corporation shall be controlled and managed
by the Board of Directors. Without limiting the generality of the
foregoing, such control shall include the power to: establish, implement
and oversee proper policies and procedures necessary to the functioning
of the Quality Review Program as promulgated by the AICPA; hire
employees, professional, clerical and secretarial; enter into employment
agreements with employees where deemed advisable; determine levels of
employee compensation, including wages, salaries, bonuses and other
fringe benefits; terminate the employment of an employee; determine
condition of employment, including hours of work, work responsibility,
vacation time, and sick leave; authorize the purchase or rental of
property, determine annual dues and review fees to be charged to
participating firms and determine all policies of the Corporation with
regard to the conduct of the business of the Corporation. The Board of
Directors may from time to time delegate particular responsibilities to
specified officers or Committees of the Corporation as it shall deem
advisable. They may adopt such rules and regulations for the conduct of
their meeting and the management of the Corporation not inconsistent
with these By—laws, the Corporation’s Articles of Agreement, or the laws
of the State of New Hampshire as they may deem proper.
Section 2.
Number and Qualifications.
The number of Directors of the Corporation shall be not less than one
(1), nor more than twelve (12), each of whom shall be of lawful age, a
duly licensed Certified Public Accountant and an owner, shareholder,
partner or manager who is currently active in public practice in the
accounting or auditing function of a firm enrolled in a practice
monitoring program of the AICPA which has received an unmodified report
from such program on its most recently completed peer review. The number
of Directors may be increased or diminished by action of a majority of
the Board of Directors at any regular or special meeting, except that no
such action shall be effective to remove any Director then in office.
Section 3.
Classes and Voting Rights.
There
shall be two (2) classes of Directors, Directors ex officio and
appointed Directors. The number of Directors ex officio shall be four
(4), and the number of appointed Directors shall be eight (8). The
Executive Director of each Member shall be a Director ex officio of the
Corporation. Directors ex officio shall not be entitled to vote or
participate in the management or affairs of the Corporation. The
appointed Directors of the Corporation shall be appointed in the manner
provided in Section 5 hereof. Appointed Directors shall have the full
right to vote and participate in the management and affairs of the
Corporation.
Section 4.
Term of Office.
Each Director ex officio shall continue as a Director of the Corporation
until such time as such Director ceases to be the Executive Director of
a Member. Upon such cessation the succeeding Executive Director of such
Member shall automatically become the Director ex officio representing
such Member. Appointed Directors shall continue in office for a term of
three (3) years and until his or her successor shall have been appointed
and shall have been qualified, or until his or her death, resignation or
removal in the manner hereinafter provided. Directors need not be
residents of the State of New Hampshire.
Section 5.
Manner of Appointment.
The initial
Board of Directors shall consist of the four (4) ex officio Directors
and eight (8) appointed Directors. Each Member shall appoint two (2)
initial Directors to initial terms as follows:
| Member |
One Year Term |
Two Year Term |
Three Year Term |
| Maine |
|
1 |
1 |
| New Hampshire |
1 |
1 |
|
| Rhode Island |
1 |
1 |
|
| Vermont |
1 |
|
1 |
Thereafter upon the conclusion of an
appointed Director’s term, the Member represented by such Director shall
appoint a Director to a three (3) year term.
Section 6.
Successive Terms.
Upon completion
of a three (3) year term, an appointed Director may be reappointed to
serve as an appointed Director.
Section 7.
Quorum and Manner of Acting.
A
majority of the total number of Directors entitled to vote and then
holding office shall constitute a quorum for the transaction of business
at any meeting except where otherwise provided by statute, the
Corporation’s Articles of Agreement or these By-laws, provided that
at least one Director entitled to vote and appointed by each Member is
present. Less than a quorum may adjourn the meeting. At all meetings of
the Board of Directors, each Director present and entitled to vote shall
have one vote. At all meetings of the Board of Directors, all questions,
the manner of deciding which is not specifically regulated by statute or
the Corporation’s Articles of Agreement, shall be determined by a
majority of the Directors present and entitled to vote at the meeting.
Section 8.
Place of Meeting. Etc.
The Board
of Directors may hold its meetings and have one or more offices at such
places within or without the State of New Hampshire as the Board from
time to time may determine or, in the case of meetings, as shall be
specified or fixed in the respective notices or waivers of notice
thereof.
Section 9.
Books and Records.
The correct
and complete books and records of account and minutes of the proceedings
of Members and the Board of Directors shall be kept at the registered
office of the Corporation.
Section 10.
First Meeting.
The Board of
Directors shall meet for the purpose of organization, the election of
officers and the transaction of other business as soon as practicable
after each annual appointment of Directors on the same day and at the
same place at which regular meetings of the Board are held or as may be
otherwise provided by resolution of the Board. Notice of such meeting
need not be given. Such meeting may be held at any other time or place
which shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors or in a consent and waiver of
notice thereof signed by all the Directors.
Section 11.
Regular Meetings.
Regular meetings
of the Board of Directors shall be held at such places and at such times
as the Board shall from time to time by resolution determine. Notice of
regular meetings need not be given.
Section 12.
Special Meetings; Notice.
Special
meetings of the Board of Directors shall be held whenever called by the
Chairman of the Board, if any, or by the President, or by the Secretary
at the request of any four Directors at the time being in office. Notice
of each such meeting shall be mailed to each Director, addressed to such
Director at his or her residence or usual place of business, at least
two days before the day on which the meeting is to be held, or shall be
sent to him or her at such place by telegraph, cable, facsimile, radio
or wireless, or be given personally or by telephone, not later than the
day before the day on which the meeting is to be held. Every such notice
shall state the time and place of the meeting, and shall state the
agenda of items to be discussed at such meeting. No business other than
that specified in the agenda contained in the notice for the meeting
shall be transacted at any special meeting of the Board of Directors,
without the unanimous written consent of each of the Directors entitled
to vote. Notice of any meeting of the Board need not be given to any
Director, however, if waived by him or her in writing or by telegraph,
cable, facsimile, radio or wireless, whether before or after such
meeting be held, or if he or she shall be present at such meeting unless
his or her attendance at the meeting is expressly for the purpose of
objecting to the transaction of any business because the meeting is not
lawfully convened; and any meeting of the Board shall be a legal meeting
without any notice thereof having been given, if all of the Directors
shall be present thereat.
Section 13.
Resignations.
Any Director of the
Corporation may resign at any time by giving written notice to the
Member which appointed such Director, with a copy of such notice to the
President or to the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 14.
Removal of Directors.
Any Director
may be removed, either with or without cause, at any time, by the Member
which appointed the Director, or by a majority vote of the Members.
Section 15.
Vacancies.
Any vacancy in the Board of Directors
caused by death, resignation or removal may be filled by an appointment
by the Member represented by the Director whose death, resignation or
removal caused the vacancy. A Director appointed to fill a vacancy shall
serve for the unexpired term of his or her predecessor in office. Any
directorship to be filled by reason of an increase in the number of
Directors may be filled by an equal appointment by each Member for a
term of office continuing only until the next appointment of Directors
by the respective Members.
Section 16.
Compensation.
Directors shall receive no compensation for attendance at regular or
special meetings or for services rendered to the Corporation, but may be
reimbursed for actual expenses incurred in attending regular or special
meetings or incidental to services performed for the Corporation.
Section 17.
Directors’ Participation in Meeting By Telephone.
A Director may participate in a meeting of
the Board of Directors by means of conference telephone or similar
communication equipment enabling all Directors participating in the
meeting to hear one another. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
Section 18.
Directors’ Action Without Meeting.
If all the Directors entitled to vote and then holding office severally
or collectively consent in writing to any action taken or to be taken by
the Corporation, such action shall be valid as though it had been
authorized at a meeting of the Board of Directors. The Secretary shall
file such consent or consents with the minutes of the meetings of the
Board of Directors.
ARTICLE
III
TASK
FORCES
Section 1.
Designation.
The Board of
Directors may create such Task Forces as it deems necessary to properly
implement the Quality Review Program of the AICPA. Such Task Forces
shall be made up of individuals appointed by the Board of Directors.
Section 2.
Powers.
The Task Forces as designated by the
Board of Directors shall have powers allocated to them by the Board of
Directors in order to assist the implementation of theQuality Review
Program, provided that the Board of Directors shall retain ultimate
responsibility for the Quality Review Program and the ultimate
acceptance of quality review reports.
Section 3.
Compensation.
Members of the Task
Forces shall receive no compensation for their services rendered to the
Corporation, but may be reimbursed for actual expenses incurred in the
performance of, or incidental to, services performed for, or on behalf
of, the Corporation.
ARTICLE IV
COMMITTEES
OF BOARD OF DIRECTORS
Section 1.
Designation; Vacancies.
The Board
of Directors, by a resolution passed by a majority of the whole Board,
may designate such number of their members entitled to vote (not less
than three (3) including the President of the Corporation and
representing at least three (3) separate Members), as it may from time
to time determine, to constitute an Executive Committee, each committee
member of which, unless otherwise determined by the Board, shall
continue to be a member thereof until the expiration of his or her term
of office as a Director.
Section 2.
Powers.
During the intervals
between the meetings of the Board of Directors, the Executive Committee
shall have all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation, and may exercise such
powers in such manner as the Executive Committee shall deem best for the
interests of the Corporation in all cases in which specific directions
shall not have been given by the Board of Directors.
Section 3.
Procedure; Meetings; Quorum.
The Executive Committee shall make its own rules of procedure and shall
meet at such times and at such place or places as may be provided by
such rules or by resolution of the Executive Committee. A majority of
the whole number of the members of the Executive Committee shall
constitute a quorum at any meeting thereof, and the act of a majority of
those present at a meeting at which a quorum is present shall be the act
of the Executive Committee. The Board of Directors shall have power at
any time to change the members of the Executive Committee, to fill
vacancies, and to discharge the Executive Committee.
Section 4.
Other Committees.
The Board of
Directors, by resolution passed by a majority of the whole Board, may
designate Members of the Board to constitute other committees, which
shall in each case consist of such number of Directors and shall have
and may exercise such powers, as the Board may determine and specify in
the respective resolutions appointing them. Such committees shall have
such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. The Board of Directors shall have
power at any time to change the members of any such committee, to fill
vacancies, and to discharge any such committee.
Section 5. Compensation.
Members of the Executive Committee or
of other committees of the Board of Directors shall receive no
compensation for their services as members of such committees.
ARTICLE V
OFFICERS
Section 1.
Number.
The officers of the Corporation may
include a Chairman of the Board and shall include a President, a
Treasurer, and a Secretary who shall be the registered agent and such
other officers as the Board of Directors may from time to time deem
appropriate. One person may hold the offices and perform the duties of
more than one of said officers.
Section 2.
Election, Term of Office and Qualifications.
The officers shall be elected annually by
the Board of Directors. Each officer shall hold office until a successor
to such office shall have been elected and shall have qualified, or
until the death, resignation, or removal of such officer in the manner
hereinafter provided.
Section 3.
Removal.
Any officer may be
removed, by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served by such action.
Section 4.
Resignations.
Any officer may
resign at any time by giving written notice to the Board of Directors or
to the President or to the Secretary. Such resignation shall take effect
at the time specified therein; and, unless otherwise specified therein
and the acceptance of such resignation shall not be necessary to make it
effective.
Section 5.
Vacancies.
A vacancy in any office
because of death, resignation, removal or any other cause shall be
filled for the unexpired portion of the term in the manner prescribed in
these By-laws for election or appointment to such office.
Section 6.
The Chairman of the Board.
The Chairman of the Board, if there shall be
one, shall be elected from among the Directors and shall, if present,
preside at all meetings of the Members and of the Board of Directors.
Except where by law the signature of the President is required, the
Chairman of the Board shall possess the same power as the President to
sign all certificates, contracts and other instruments of the
Corporation which may be authorized by the Board of Directors or by the
Executive Committee. The Chairman of the Board shall, in general,
perform all duties incident to the office of Chairman of the Board,
subject, however, to the direction and control of the Board of Directors
and of the Executive Committee, and such other duties as from time to
time may be assigned to him or her by the Board of Directors or by the
Executive Committee.
Section 7.
The President.
The
President shall be the chief executive and administrative officer of the
Corporation and shall have general and active supervision and direction
over the day-to-day business and affairs of the Corporation and over its
several officers, subject, however, to the direction and control of the
Board of Directors and of the Executive Committee. At the request of the
Chairman of the Board, or in case of the Chairman of the Board’s absence
or inability to act, the President may act in the Chairman of the
Board’s place. The President shall sign or countersign all certificates,
contracts and other instruments of the Corporation as authorized by the
Board of Directors, and shall perform all such other duties as from time
to time may be assigned to him or her by the Board of Directors or the
Executive Committee.
Section 8.
The Vice Presidents.
Each Vice
President shall have such powers and perform such duties as the Board of
Directors may from time to time prescribe. At the request of the
President, or in case of the President’s absence or inability to act,
any Vice President may act in the President’s place, and when so acting
shall have all the powers and be subject to all the restrictions of the
President.
Section 9.
The Secretary.
The Secretary, who
shall be an inhabitant of the State of New Hampshire and shall keep an
office therein, shall be the registered agent of the Corporation; shall
keep or cause to be kept in books provided for the purpose the minutes
of the meetings of the Members and of the Board of Directors; shall see
that all notices are duly given in accordance with the provisions of
these By—laws and as required by law; shall be the custodian of the
records and of the seal of the Corporation and see that the seal is
affixed to all documents the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the
provisions of these By-laws; and in general, shall perform all duties
incident to the office of Secretary and such other duties as may, from
time to time, be assigned to him or her by the Board of Directors or by
the President.
Section
10. The Assistant Secretary.
The Assistant Secretary, who shall not be
required to be an inhabitant of the State of New Hampshire, nor shall be
required to keep an office therein, shall have such powers and shall
perform such duties as the Board of Directors may from time to time
prescribe. At the request of the President or Secretary, or in the case
of the Secretary’s absence or inability to act, the Assistant Secretary
may act in the Secretary’s place, and when so acting, shall have all the
powers and be subject to all the restrictions of the Secretary.
Section 11. The Treasurer.
The Treasurer shall be the financial officer of the Corporation; shall
have charge and custody of, and be responsible for, all funds of the
Corporation, and deposit all such funds in the name of the Corporation
in such banks, trust companies or other depositories as shall be
selected by the Board of Directors; shall receive, and give receipts
for, moneys due and payable to the Corporation from any source
whatsoever; and in general, shall perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be
assigned to him or her by the Board of Directors or by the President.
Section 12. Compensation.
Officers shall receive no compensation for attendance at regular
or special meetings or for services rendered to the Corporation, but may
be reimbursed for actual expenses incurred in attending regular or
special meetings or incidental to services performed for the
Corporation.
ARTICLE VI
CONTRACTS, CHECKS, NOTES, ETC.
Section 1.
Execution of Contracts.
All
contracts and agreements authorized by the Board of Directors, and all
checks,. drafts, notes, bonds, bills of exchange and orders for the
payment of money shall, unless otherwise directed by the Board of
Directors, or unless otherwise required by law, be signed by any two of
the following officers: The Chairman of the Board, President, Vice
President, Treasurer, Secretary, or Assistant Secretary. The Board of
Directors may, however, authorize any one of said officers to sign
checks, drafts and orders for the
payment of money singly and
without necessity of countersignature, and may designate officers and
employees of the Corporation other than those named above, or different
combinations of such officers and employees, who may, in the name of the
Corporation, execute checks, drafts, and orders for the payment of money
on its behalf.
Section 2.
Loans.
No loans shall be contracted on
behalf of the Corporation and no negotiable paper shall be signed in its
name unless authorized by resolution of the Board of Directors. When
authorized by the Board of Directors so to do, any officer or agent of
the Corporation thereunto authorized may effect loans and advances at
any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds
or other certificates or evidences of indebtedness of the Corporation
and, when authorized so to do, may pledge, hypothecate or transfer any
securities or other property of the Corporation as security for any such
loans or advances. Such authority may be general or confined to specific
instances.
ARTICLE
VII
WITHDRAWAL
OF A MEMBER
Section 1.
Withdrawal.
A Member may withdraw
from the Corporation only by providing written notice to the Board of
Directors by May 1 of each year, to be effective the following May 1.
Section 2.
Forfeiture of Interest.
A
withdrawing Member shall forfeit all interests in the assets of the
Corporation, but shall remain liable for its twenty-five percent (25%)
share of deficits in the Corporation for the year of withdrawal.
ARTICLE
VIII
CAPITAL
FUNDS AND OPERATING DEFICITS
Section 1.
Funding of Operating Deficits.
Upon determination by the Board of Directors that an operating deficit
has or will eminently occur, the Board of Directors shall determine the
necessary amount of funds to make up the deficit and provide working
capital for the Corporation. Each Member shall immediately forward to
the Corporation in the form of a loan its twenty-five percent (25%)
share of the funds determined to be necessary by the Board of Directors.
A withdrawing Member shall pay its twenty-five percent (25%) share of
any required funds as determined by the Board of Directors within ninety
(90) days of notification of the deficit.
Section 2.
Return of Funds Required By Operating Deficit.
The Corporation shall return funds to the
Members that have been advanced as a result of operating deficits only
upon a determination by the Board of Directors that sufficient working
capital has been reserved to enable the Corporation to function
properly.
ARTICLE IX
SEAL
The Board of Directors shall
provide a corporate seal, which shall be in the form of a circle and
shall bear the name of the Corporation and words and figures indicating
the year and state in which the Corporation was incorporated.
ARTICLE X
FISCAL
YEAR
The fiscal year of the
Corporation shall be fixed by the Board of Directors.
ARTICLE XI
WAIVER
OF NOTICE
Whenever any notice is required
to be given to any Member or Director by these By-laws or the Articles
of Agreement or the laws of the State of New Hampshire, a waiver of the
notice in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent to giving the notice.
Article
XII
AMENDMENTS
These By-laws may be altered,
amended, repealed or supplemented, subject to appeal or change by the
Members by an affirmative vote of the majority of the full Board of
Directors, at any meeting or special meeting of the Board of Directors
called for the purpose, provided that notice of the proposed change is
given in the notice of the meeting.
ARTICLE
XIII
INDEMNIFICATION
Section 1.
Indemnification of Officers and Directors.
Each Director and Officer, whether or not
then in office, shall be indemnified by the Corporation against all
costs and expenses reasonably incurred by or imposed upon him or her in
connection with or arising out of any action, suit or proceeding in
which he or she may be involved or to which he or she may be made a
party by reason of his or her being or having been a Director or Officer
of the Corporation (such expenses to include the cost of reasonable
settlements made with a view toward curtailment of costs of litigation),
except in relation to matters as to which he or she shall have been
finally adjudged in such action, suit or proceeding to have been
derelict in the performance of his or her duty as such Director or
Officer; and the foregoing right of indemnification shall not be
exclusive of other rights to which he or she may be entitled as a matter
of law.
Section 2.
Personal Liability of Officers and Directors.
Each Director and Officer shall be indemnified by the Corporation
against personal liability to the Corporation or its Members for
monetary damages for breach of fiduciary duty as a Director or Officer,
or both, except with respect to:
- Any breach of the Director’s and/or Officer’s duty of loyalty to the
Corporation or its Members;
- Acts or omissions
which are not in good faith or which involve intentional misconduct or a
knowing violation of the law;
- Actions for which a Director may be liable under NH RSA 293—A:48; and
- Any transaction from which the Director, Officer, or both, derived any
improper personal benefit.
Article
XIV
TAX EXEMPT STATUS
These By-laws of the Corporation
shall at all times be so construed and limited as to enable the
Corporation to qualify and to continue qualifying as a voluntary
charitable corporation organized and existing under the provisions of
Chapter 292 of the Revised Statutes Annotated of the State of New
Hampshire, as amended, and as a tax exempt business league organized and
operated to promote the common business interests of the Members in
order to improve business conditions under the provisions of Section
501(c) (6) of the Internal Revenue Code of 1986 of the United States, as
amended.
January 16, 1998
NEPR By-Law
Changes to Article II, Section 2 (Changes are noted in the teal color.)
The number of Directors of the Corporation shall be not less than one
(1), nor,
more than twelve (12), each of whom shall be of lawful age, a
duly licensed Certified Public Accountant and an owner,
shareholder, partner or manager
Voted: To adopt by-law change as presented.
who is
currently active in public practice in the accounting or
auditing function of a firm enrolled in a
practice-monitoring program of the AICPA
Voted: To adopt by-law change as presented.
which has not received an adverse of a firm
enrolled in a practice-monitoring program of the AICPA
Voted: To adopt by-law change as presented.
which has not received an adverse received an
unqualified received an
unqualified
report from such program on its most
recently completed peer review.
The number of Directors…….
Voted: To adopt by-law change as presented.
It is noted that
these changes bring NEPR into compliance with AICPA Standards.
As
AICPA Standards necessitate that a majority of the members of the Report
Acceptance Bodies be partners qualified to serve as on-site review team
captains, it is incumbent upon the appointing society and the NEPR
Executive Committee, who elects the candidate, to ensure that this
requirement be complied with.
November 6, 1998
By-Law Amendment Regarding Successive Terms
Article II,
Section 6 of the NEPR By-laws regarding Successive Terms:
Following due notification to the NEPR state
society Executive Directors and Board Presidents for comment, a vote was
taken to determine if the following requirement would be deleted from
the by-laws:
Upon completion of a three (3) year term, an appointed
Director may be reappointed to serve as an appointed Director,
provided that such reappointment is not to a successive term,
unless such Director is also elected by the Board of Directors
to serve as an officer of the Corporation as provided in Article
V hereof.
Voted: To adopt the by-law change as presented.
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