The name of this organization shall be American Society of Women Accountants, Honolulu Chapter Number 62, hereinafter referred to as “the Chapter.”

ARTICLE II - MISSION

The mission of this Society shall be to enable women in all accounting and related fields to achieve their full personal, professional, and economic potential and to contribute to the future development of their profession.

ARTICLE III - MEMBERS

Section 1. Membership in this Chapter shall be open to persons who are interested in accounting and related fields. Prospective members must be endorsed by a member in good standing of the American Society of Women Accountants. Application shall be made on the prescribed form. Application for membership and reclassification shall be approved by both the Chapter Board of Directors and the National Board of Directors.

Section 2. There shall be five classes of membership: Regular, Associate, Affiliate, Retired, and Honorary.

A. Regular:

1. Qualifications

a. Actively engaged in accounting for two or more years, or

b. Hold a valid CPA certificate, its equivalent, or other accounting or financial certifications with similar education or experience requirements as determined by the Board of Directors, or

c. Hold a bachelor’s degree with a major in accounting or its equivalent.

2. Shall have full rights of membership.

B. Associate:

1. Qualifications

a. Regularly enrolled students in post-secondary educational institutions, majoring in accounting or a related field, or

b. Actively engaged in accounting with less than two years experience.

c. Limited to two years following attainment of qualifications for regular membership and a maximum of seven years.

2. Shall vote but may not hold elective office except at the chapter level.

C. Affiliate:

1. Qualifications

a. Not actively engaged in accounting, and

b. Have a substantial interest in accounting.

2. Shall vote but may not hold elective office except at the chapter level.

D. Retired:

1. Qualifications

a. Age sixty-five as of June 1 and a Regular or Associate member for five or more consecutive years.

b. Retired from all gainful employment due to disability as of June 1.

c. Age fifty-five as of June 1 and retired from all gainful employment and a Regular or Associate member for ten or more consecutive years.

2. Shall retain the rights previously held as a Regular or Associate member.

E. Honorary:

1. Qualifications

a. Outstanding individual whose professional achievements exemplify the standards encouraged by the mission statement of the Society, and

b. Approved by a two-thirds vote at a Chapter meeting.

2. Honorary members shall not be entitled to vote at the meetings of the Chapter and shall not be liable for dues. However, honorary members who were members upon election to honorary membership shall retain their former rights and privileges in the Chapter.

3. The Chapter assumes the liability for dues of all members it elects to honorary membership in the Chapter.

Section 3. The Board of Directors shall establish the Chapter dues for all classes of membership limited to one increase annually for no greater than 10% of the current dues. The Board may authorize dues credits, reinstatement fees, and initiation fees. By January 31, members will be notified of dues structure, credits, and fees in effect for the following administrative year. Chapter dues are in addition to the amount of membership dues payable to the national organization, and are payable in advance on or before July 1 of each year.

Section 4. Termination of membership.

A. Members who have not paid their dues on or before September 1 will be dropped from membership. Reinstatement within the fiscal year may be granted upon full payment of the full amount of dues previously assessed plus the reinstatement fee by June 1 of that Fiscal year.

B. Membership in the Chapter shall be terminated by a two-thirds vote of the Board of Directors under the conditions and procedures prescribed in the Society's parliamentary authority.

C. If a member is terminated by National, they are automatically terminated from the Chapter.

Section 5. Prohibitions.

No officer or member shall undertake in the name of the American Society of Women Accountants Honolulu Chapter Number 62 any action intended to prejudice the aims and the established policies of the American Society of Women Accountants Honolulu Chapter Number 62, nor shall any member of the American Society of Women Accountants Honolulu Chapter Number 62 communicate in the name of the American Society of Women Accountants Honolulu Chapter Number 62 on general policy matters without the approval of the Board. The Board has the right to determine appropriate action for the member violating this section.

ARTICLE IV – CHAPTER

Section 1. The Chapter shall

A. Maintain the minimum standards as set forth in the standing rules.

B. Have a fiscal and administrative year coinciding with the national Society.

C. If the Chapter has fewer than 75 members, it shall maintain a membership consisting of a minimum of 50% Regular members.

ARTICLE V - OFFICERS AND DUTIES

Section 1. The officers of the Chapter shall be President, President-elect, Vice President, Secretary, and Treasurer. These officers shall perform the duties prescribed by these bylaws, the standing rules, and the parliamentary authority adopted by the Society.

Section 2. Only members in good standing shall be eligible for office. Only a person who has previously served on the Board of Directors shall be eligible to serve as President, President-elect, or Vice President.

Section 3. The officers shall hold office for a term of one administrative year, or until their successors are elected. Newly elected officers shall be installed at the regular June meeting. The officers’ term of office shall begin at the beginning of the Chapter’s fiscal year, July 1.

Section 4. A vacancy in the office of the President shall be filled by the President-elect who shall complete that term and the term for which elected. A vacancy in the office of the President-elect shall not be filled until the next regular election, and the duties of that office shall be assumed by the other officers, as assigned by the President. If a vacancy occurs in both offices of President and President-elect, the office of President shall be filled by the Board of Directors. A vacancy in all other offices shall be filled by appointment of the President with the approval of the Board of Directors.

Section 5. No officer shall be eligible to serve more than two consecutive terms in the same office. An officer, having served two consecutive terms, may serve again in the same office after the expiration of two years.

Section 6. An officer may be removed from office by a two-thirds vote of the Board of Directors under the conditions and procedures prescribed in the Society’s parliamentary authority.

Section 7. The Chapter shall indemnify its officers to the fullest extent permitted by the most current edition of the DC Code, Title 29, Chapter 6-Nonprofit Corporations.

Section 8. The President shall, as the chief executive officer of the Chapter, perform all duties ordinarily pertaining to the office of President or delegated by the Board of Directors. The President shall preside at all meetings of the Chapter membership and the Board of Directors. Except as may be otherwise provided in these bylaws, the President shall appoint all committee chairpersons.

Section 9. The President-elect shall assist the President in any way possible in conducting the activities of the Chapter, and shall assume responsibility of the office, as provided in the Chapter Bylaws, in any event when the President is unable to serve. The President-elect shall chair the Bylaws Committee.

Section 10. The Vice President shall chair the Program Committee and assist in conducting the activities and programs of the Chapter.

Section 11. The Secretary shall give notice of all meetings of the Chapter and Board of Directors. The Secretary shall keep a record of the proceedings of all such meetings and of all other matters of which a record shall be ordered. The Secretary shall keep a register of members with their home and business addresses. It shall be the duty of the Secretary to record the names of all members present in person or by proxy at each meeting of the Chapter, and to determine whether or not a quorum is present. The Secretary shall conduct such correspondence of the Chapter as shall not be conducted by the President, and shall perform all other duties usually pertaining to the office of Secretary. The Secretary shall be relieved of responsibility for any recording or clerical duties assigned by the Board of Directors to others. In the event of the absence of the Secretary from any meeting of the Chapter or of the Board of Directors, a Secretary Pro Tem shall be appointed by the President to assume the duties of the Secretary temporarily. It shall be the duty of the Secretary Pro Tem to report the proceedings of such meetings in writing to the Secretary and thereafter the duties of the Secretary Pro Tem shall cease.

Section 12. The Treasurer shall chair the Finance Committee and prepare a budget for submission to and approval by the Board of Directors no later than the August Board of Directors meeting.

A. The Treasurer shall receive all monies payable to the Chapter. The Treasurer shall deposit all monies as directed by the Board of Directors, and shall have charge of all funds and securities of the Chapter. The Treasurer shall keep regular accounts of the financial affairs of the Chapter, and shall make the records available for examination by the President or any member of the Board of Directors upon direction of the Board. A written financial report shall be presented semiannually to the general membership.

B. The Treasurer shall report at each regular business membership and Board of Directors meetings the cash balances in the checking, savings, and change accounts. The Treasurer shall furnish the Board of Directors with the name and addresses of each person admitted to membership, reclassified, or reinstated, and the date of such admission, reclassification or reinstatement. The Treasurer shall report at each Board of Directors meeting any delinquencies of member dues.

ARTICLE VI - MEETINGS

Section 1. This Chapter shall hold at least six regular monthly meetings each year, at a time and place fixed by the Board of Directors, preferably on the fourth Tuesday of each month.

Section 2. The regular meeting in April shall be known as the Annual Business Meeting and shall be for the purpose of receiving reports of officers and committees, election of officers and directors, and any other business that may arise.

Section 3. Special meetings may be called by the President, a majority of the Board of Directors, or by a two-thirds vote of members in good standing. Three days notice shall be given of such special meetings.

Section 4. For the transaction of the Chapter business requiring a vote, thirty percent (30%) of its paid membership who are eligible to vote shall constitute a quorum.

ARTICLE VII - REPRESENTATION AND VOTING

Section 1. The Chapter shall be represented at meetings of the American Society of Women Accountants as provided for in the National Bylaws. Should any delegate or alternate not be able to attend the national meeting for which elected, the President may appoint a substitute, or the Chapter may vote by proxy in accordance with the National Bylaws.

A. Each chapter shall have one delegate plus one delegate for each 25 members or fraction thereof.

B. There may be an alternate for each allowable delegate.

C. A delegate may carry more than one vote if so ordered.

Section 2. Credentials of delegates, alternates, proxies, and proxy alternates shall be signed as provided in the National Standing Rules.

Section 3. Delegates and alternates to the national annual meeting and special meetings for the ensuing administrative year shall be elected by a majority vote of the members present at the regular June meeting or at any other regular or special meeting of the membership providing notice of such election is sent with the notice of the meeting.

Section 4. The President shall serve as one Delegate or Alternate. Any member in good standing may be elected a Delegate or Alternate.

ARTICLE VIII - BOARD OF DIRECTORS

Section 1. The Board of Directors of the Chapter shall consist of the officers of the Chapter, the immediate past President, and the elected Directors for standing committees, all of whom shall be elected each year. Only a member in good standing shall be eligible to serve as an elected Director.

Section 2. The Board of Directors shall have general supervision of the affairs of the Chapter between its business meetings and shall perform the duties as described by these bylaws and the standing rules. The Board shall be subject to the orders of the Chapter, and none of its acts shall conflict with action taken by the Chapter.

Section 3. The Board of Directors shall hold office for a term of one administrative year, or until their successors are elected. Newly elected directors shall be installed at the regular June meeting. The directors’ term of office shall begin at the beginning of the Chapter’s fiscal year, July 1.

Section 4. Vacancies:

A. If the immediate past President is unable or unwilling to serve on the Board of Directors, the most recent past President who consents to serve shall fill the vacancy.

B. Other vacancies on the Board of Directors not previously provided for shall be filled by appointment by the President, with the approval of the Board of Directors. Such appointed Directors shall serve until their successors are elected.

Section 5. Meetings:

A. The President, with approval of the Board of Directors, shall designate the time and place of the regular meetings.

B. Special meetings may be called by the President and shall be called at the request of a majority of the members of the Board.

C. For transactions of business requiring a vote, a majority of the Board of Directors represented in person or by proxy shall constitute a quorum.

Section 6. Voting:

A. An officer/director may elect to have another officer/director carry his/her proxy vote.

B. An officer/director may carry the proxy vote of two other officers/directors.

C. A proxy is entitled to vote for the officer/director represented.

D. Such proxies shall be confirmed in writing on a form approved by the Board of Directors.

Section 7. Business of the Board may be transacted by electronic communication or by mail/facsimile vote.

Section 8. All Officers, Directors, and Chairpersons, upon retiring from office, shall immediately deliver to the incoming Officers, Directors, and Chairpersons all monies, reports, accounts, record books, and other properties belonging to the Chapter.

ARTICLE IX - COMMITTEES

Section 1. The Executive Committee shall be composed of the President, President-elect, Vice President, Secretary, and Treasurer.

A. The Executive Committee shall have general supervision of the affairs of the Chapter between meetings of the Board of Directors and shall direct the operations of the Chapter. The Executive Committee shall be subject to the orders of the Chapter and the Board, and none of its acts shall conflict with the actions taken by the Chapter or the Board.

B. The President, with approval of the Executive Committee, shall designate the time and place of the regular meetings.

C. Special meetings may be called by the President and shall be called at the request of a majority of the Executive Committee.

Section 2. The Nominating Committee shall consist of three members as follows:

A. The immediate past President, who shall serve as chair, the President-elect, and one regular member elected by the Board of Directors no later than the December meeting.

B. A vacancy on this committee shall be filled by the Board of Directors.

C. The Nominating Committee shall report their nominations for officers and directors to each Chapter member in writing no later than the regular March meeting of the Chapter. Additional nominees may be added to the ballot provided consent of the member has been obtained. Annual election of officers and directors shall be held no later than the regular April meeting of the Chapter.

1. If additional nominations have not been received, the President shall declare the slate elected.

2. If additional nominations are received, voting shall be conducted by ballot. A plurality shall elect.

Section 3. The Standing Committees shall be: Bulletin, Bylaws, Chapter Development, Education and Legislation, Finance, Hospitality, Member Relations, Membership, Program, Publicity, Public Relations, Scholarship, and Student Activities. Each committee chairperson shall appoint the committee members, subject to the approval of the President. The President shall be an ex officio member of all committees. The President, with approval of the Board, shall fill any vacancies.

Section 4. Committees may be appointed by the President, with the approval of the Board of Directors, whenever deemed necessary to the welfare and development of the Chapter.

Section 5. Business of the committees may be transacted by electronic communication or by mail/facsimile vote.

Section 6. Additional committees are listed in the Chapter standing rules.

Section 7. The duties of the standing committees shall be such as are set forth in the American Society of Women Accountants Chapter Procedure Manual, as approved by the National Board of Directors, the Chapter standing rules, or as directed by the Chapter President.

Section 8. Each committee Chairperson shall submit, in writing, a report covering activities for the year to the membership at the Annual Business Meeting.

ARTICLE X - PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Chapter in all

cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of

order the Society may adopt.

ARTICLE XI - AMENDMENT OF BYLAWS

Section 1. These Bylaws may be amended at any meeting by a two-thirds vote of members in good standing present, providing there is a quorum. A notice of the proposed amendment(s) must be submitted to each Chapter member in writing with the notice of such meeting at least one month prior to the meeting.

Section 2. All amendments adopted by this Chapter shall be submitted to the National Bylaws Chair for approval before becoming effective.

Section 3. When amendments to the National Bylaws shall have an effect on this Chapter’s Bylaws, such amendments shall become automatically effective for this Chapter. Notice in writing shall be sent to the membership.

ARTICLE XII - DISSOLUTION

Section 1. This Chapter can be dissolved by a two-thirds vote of the members in good standing present and voting at a membership meeting, provided that notice of such vote has been submitted to each Chapter member in writing at least thirty days in advance.

Section 2. Within thirty days from the date this Chapter is declared inactive by its Board of Directors, it shall surrender its charter and all books and records to the National Headquarters office.

Section 3. In the event of dissolution of the Chapter, any remaining funds will go to a nonprofit organization that is exempt under Section 501(c)(3) of the Internal Revenue Code as follows:

A. The Educational Foundation for Women in Accounting, if it exists, or

B. ASWA National or another nonprofit organization working for the benefit of the accounting profession to be chosen by the trustees of the dissolution.

ARTICLE XIII - CHARGES

Section 1. The National Board of Directors, by a three-fourths vote, shall have the power to censure, suspend, or expel any member found guilty of conduct unbecoming of the Society. The National Board of Directors’ decision will be final.

Section 2. Charges may be brought by any member of the Society having knowledge of such acts. The charges shall be in writing accompanied by adequate proof. Charges brought by any member of a Chapter must be submitted to the Chapter Board of Directors, who by three-fourths vote shall request action by the National Board of Directors.

Section 3. The person charged shall receive a copy of such charges and be given the opportunity by the Chapter Board of Directors to a hearing.

ARTICLE XIV - ADMINISTRATION

Section 1. The fiscal and administrative year of this Chapter shall extend from July 1 through June 30.

Section 2. An accountant, appointed by the President subject to the approval of the Board, shall prepare a compilation each fiscal year or as deemed necessary by the Board of Directors, prepare an audit of the fiscal year.

These Bylaws were approved by the Board of Directors on November 4, 2003, were approved by the General Membership on January 27, 2004, and were approved by our National Organization on March 4, 2004.