MINNESOTA SOCIETY OF ENROLLED AGENTS
Name, Principal Office, Purposes and Restrictions
The name of this organization is the Minnesota Society of Enrolled Agents (MNSEA). The MNSEA is a Minnesota nonprofit Corporation and these bylaws must be in compliance with the Minnesota non-profit corporate law. MNSEA hereafter will also be known as “Corporation” and/or “Association”.
MNSEA may exercise all lawful powers granted to it pursuant to law and may engage in all lawful purposes and activities that advance the enrolled agent profession.
2.01 Classes of Membership and Rights
MNSEA shall have two classes of members: Member and Member Emeritus. A member will be a member of MNSEA; however, contiguous Affiliates may agree to allow members to join each other’s Affiliate.
2.02 Member Emeritus
A Member Emeritus will be a person who has been a Member for the preceding five years and who is on “inactive retired status” under Circular 230. A Member Emeritus will not be required to fulfill the requirements for continuing professional education (CPE). The Board may waive the requirement of membership for the preceding five years.
Any person who is a member of the National Association of Enrolled Agents and who is in good standing in the National Association of Enrolled Agents is qualified to become a member of the corporation.
2.04 Non-Liability of Members
No member of this corporation shall be personally liable for debts, liabilities or obligations of the corporation.
2.05 Continuing Education of Members.
Each member will complete thirty hours of qualifying CPE per calendar year. The required hours will be prorated for new members. Qualifying CPE is defined in MNSEA Policies and Procedures manual.
2.06 Termination/Suspension of Membership
A membership will be:
- Terminated upon written notice of resignation to the Association.
- Suspended for nonpayment of membership dues or assessments thirty days beyond the due date.
- Terminated for nonpayment of dues or assessments, or non-submission of required CPE hours, seventy-five days beyond the due date.
- In the event of hardship or extenuating circumstances, the Board, on written request, may waive the payment of delinquent dues and/or CPE required hours.
Any member terminated within the previous six months for nonpayment of dues or non-reporting of required CPE hours, and whose record shows no complaint or charges pending before the Ethics and Professional Conduct Committee, may be eligible for reinstatement.
2.08 Status with the Internal Revenue Service.
Any member whose enrollment to practice before the Internal Revenue Service (IRS) is temporarily suspended for any reason by the issuing authority will be automatically suspended from membership during the period of suspension to practice before the IRS. Any member whose enrollment to practice
before the IRS is permanently terminated by the issuing authority will be automatically permanently terminated from the Association.
A member or an Associate may be disciplined (which may include private or public censure, suspension or expulsion) if:
- A member or an Associate violates the Association’s Bylaws, Code of Ethics, and Rules of Professional Conduct of Circular 230.
- A member or an Associate is determined by the Board to have been engaged in an act discreditable to the profession.
- A member or an Associate is convicted of a felony.
Actions against a Member or an Associate under this section will be processed in accordance with the current Code of Ethics and Rules of Professional Conduct.
3.01 Federally Authorized Practitioner Associate Category
The Board may establish a Federally Authorized Practitioner Associate category for individual practitioners regulated under Circular 230.
3.02 Associate Category
The Board may establish an Associate category for any individual who is not defined in section 10.3(a) through (d) of Circular 230 and who is engaged in some aspect of the practice of tax.
3.03 Associate Matters
- The Board will determine all other matters including, but not limited to: dues, period of affiliation, qualifications, restrictions, privileges and benefits, discipline, and termination of Federally Authorized Practitioner Associate(s) and Associate(s) status.
- Associates will abide by the Association’s Code of Ethics and Rules of Professional Conduct.
- Associates will be required to meet the same CPE requirements as Members, and annually report to the Association the fulfillment of those CPE requirements.
- No Enrolled Agent or other individual who has been removed from practice under the provisions of Circular 230 will qualify for Associate status.
- Associates shall not hold elective office in the Association.
4.01 Annual Meeting
The annual meeting of the Members will be held at a place and time selected by the Board.
4.02 Notice of Annual Meeting
The Board of Directors of the MNSEA, or designee, will issue a notice by mail and/or electronic means of the Annual Meeting at least forty-five days prior to the date set. Such notice will be in writing and will include:
- The place, date and time of meeting;
- The agenda;
- the text of any proposed matters and/or resolutions for consideration by the membership;
- if offices and/or directors are to be elected at the meeting, the notice will include the names of all nominees.
A quorum will be a majority of the Members present and whose membership status has been verified at the Annual Meeting. A quorum at a Special Meeting of the Members will be five percent of the Members of the Association. However, if an Annual or Special Meeting of the membership of the Association is attended by less than one-third of the Members, no by-laws and issues may be voted upon except those that were properly noticed under these bylaws and the Minnesota Non-Profit Corporations Law.
Each Association Member is entitled to one vote on each matter to be decided at the Annual or Special Meeting of the Association. Cumulative and proxy voting will be prohibited. Unless otherwise specified by these bylaws or by the Minnesota Non-Profit Corporation Law, all matters to come before an Annual or Special Meeting of the Association will be decided by a majority of the members present and whose membership status has been verified at the meeting.
5.01. The Board of Directors
The Board of Directors (Board) of the Association will consist of nine Directors at large and the Officers of the Association.
5.02 Duties and Responsibilities
The Board will be the governing body of the Association and will have the authority and responsibility for the supervision, control, and direction of the Association.
5.03 Qualifications and Terms of Office
Only Members will be eligible to serve as members of the Board. Directors will be elected t serve a two-year term. A Director may serve up to four consecutive two-year terms. An appointed or elected term of less than two years will not count towards the term limits. The term of office will commence with the annual installation ceremony.
5.04 Election of Directors
Directors of the Association will be elected by ballot received in the mail or in person. The election will be by secret ballot. Directors shall be elected at the Annual Meeting. Additional nominations for Directors may be made from the floor of the Annual Meeting by any voting member duly registered for the Annual Meeting at the time designated in the agenda for such nominations. The candidates receiving the highest number of votes will be elected Directors.
5.05 Time and Place of Meetings
The time and place for all meetings of the Board will be fixed and determined by the President with the approval of the Board.
A quorum for the Board of directors shall consist of a majority of the Directors.
5.07 Action by Unanimous Consent
Every act or decision done and made by a majority of the Directors present at a meeting duly held at which a quorum is present, is the act of the Board of Directors, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number. Any action required or permitted to be taken by the Board may be taken without a meeting, if all Members of the Board will individually or collectively consent in writing to such action.
5.08 Removal of Directors
The Board may declare vacant the office of a Director, or may remove a Director for any reason in accordance with the Minnesota Non-Profit Corporation Law or other Law. A Director will be removed from office for unexcused absence at two regularly scheduled meetings of the Board per year.
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 will elect a Director to serve the remaining term.
To the fullest extent permitted by law, the Association will indemnify and hold harmless any and all past, present, or future Directors and Officers, as identified and defined in these bylaws, and, in its discretion and in accordance with law, may indemnify and hold harmless any agent or employee of this Association of and from all liabilities, expenses, and counsel fees reasonably incurred in connection with all claims, demands, causes of action, and other legal proceedings to which they may be subjected by reason of any alleged or actual action or inaction in the performance of the duties of such Director, Officer, employee, or agent on behalf of the Association.
The provisions of this Article will be interpreted and applied subject to and in conformance with the provisions of the Minnesota Non- Profit Corporation Law and will be in addition to and exclusive of any rights to which any Director, Officer, employee, or agent may be entitled by law.
6.01 Officers of the Association
The Officers of the Association will be a President; a President-Elect, who will automatically succeed to the office of President; a Secretary, a Treasurer; and the Immediate Past President, each of whom will be a Member. The Officers will have such authority and responsibility customary for their office, and in accordance with the law, bylaws and Policies and Procedures of the Association.
6.02 Election of Officers
Each Officer will be elected to serve for a two-year term by the Members in the same manner as prescribed for Directors. The term of office will commence on the 1st day of the month following the annual installation ceremony and will continue until the expiration of the terms for which elected and until their successors have been installed.
6.03 Removal of Officers
The board may declare vacant the office of an Officer, or may remove an Officer for any reason in accordance with the Minnesota Non-Profit Corporation Law or other law. An Officer will be removed from office for unexcused absence at two regularly scheduled meetings of the Board.
If for any reason any office becomes vacant, the Board may select a Member to serve the remainder of the term. If a vacancy occurs in the office of the President-Elect, the Board will select a Member to assume the duties of that office for the remainder of that term and, the election of the President for the following term will be placed before the membership.
The Board will establish procedures for the creation and operation of standing committees and task force committees as it deems appropriate. Committee Chairs will be Board members and the majority of the committee will be comprised of Members.
7.02 Nominating Committee
The Past President shall be chairperson of the Nominating Committee. No member of the committee will be a candidate for election. The committee will submit a report to the Board for approval at the first Board meeting of the year which shall be no less than 60 days prior to the Annual Meeting. There shall be at least one Member nominated for each position scheduled for replacement.
8.01 Fiscal Year
The fiscal year of the corporation shall be from July 1 through June 30, or such other period as is recommended by the Treasurer and approved by the Board
Amendment of Bylaws
9.01 Amendment Proposals
Proposals to amend these bylaws may be made be either Members of the Association, which proposed amendment(s) must be signed by ten Members, or by the Board. All proposed amendments will be presented to the Bylaws Committee. The Bylaws Committee will 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 will cause the proposed bylaw amendment, together with the analysis of the Bylaws Committee, to be included in the Notice of 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 notified. However, the proponents of the amendment will have the option of resubmitting the proposed amendment with the signature of 75 members, in which case it must be submitted to the membership either as part of the Notice of 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:
- Renumbering sections after the Membership has adopted a bylaw change.
- Correcting typographical errors for publication.
- Making necessary grammatical corrections to published proposals or adopted amendments, provided there is no change to the intent of the proposals or amendments.
These bylaws may be amended as follows (provided that in each case, the amendment/s has/have been properly noticed): at any Annual Meeting of the Members; at any Special Meeting of the Members; or by mail/electronic ballot.
WRITTEN CONSENT OF DIRECTORS ADOPTING BY-LAWS
We, the undersigned, are all the persons named as the present Directors of MINNESOTA SOCIETY OF ENROLLED AGENTS, and pursuant to the authority granted to the Directors of the corporation in said Articles of Incorporation, to take action by unanimous written consent without a meeting, we do hereby consent to hereby do adopt the foregoing By-Laws as the By-Laws of said corporation.