AICPA Governing Council 

    Published September 16, 2006

    AICPA Council determines Institute programs and policies. It has approximately 263 members with representatives from every state and U.S. territory. The Council may exercise all powers requisite for the purposes of the Institute, not inconsistent with the AICPA Bylaws or with duly enacted resolutions of the membership, including but not limited to the authority to prescribe the policies and procedures of the Institute and to enact resolutions binding upon the Board of Directors, the officers, volunteer groups, and staff.

    I. Powers
    Council has the authority to establish the policies and procedures of the Institute and to enact resolutions binding upon the Board of Directors, the officers, committees, and staff.

    II. Composition

    Numbers Term
    Members elected by membership in each state with an equitable allocation for each state based on AICPA membership 139 3 years
    One member designated by each state society 54 1 year
    Members at large 21 3 years
    Members of the Board of Directors 23 varies
    AICPA past presidents and chairs of the board 28 permanent
    Total 265
    III. Apportionment of AICPA Council Seats
    A. According to AICPA's Bylaws (6.1.2.2), Council seats are reallocated at five year intervals at least nine months prior to the annual meeting to be held each calendar year that ends in one and in six. Such reallocation is based on the membership figures and addresses carried on the books of the Institute the last day of the fiscal year immediately preceding the date of such determination.

    B. The allocation method used by the Institute is the one used for the apportionment of the U.S. House of Representatives. This method is explained in Steps in Computing and Apportionment, published by the U.S. Department of Commerce.

    IV. Nominations
    A. At least eight months prior to the annual meeting of the Institute, the AICPA Nominations Committee requests from the recognized society of certified public accountants in each state the names of suggested candidates to fill any vacancies that may arise in the coming year. The AICPA secretary usually sends a letter to state society executive directors and presidents in November requesting that they supply the names of recommended candidates for Council by the middle of January. State societies are urged to:
    • consider consulting with present and past members of Council about their selections of nominees;
    • recommend only those members who are likely to be able to devote the time and energy involved in carrying out a Council member's responsibilities;
    • balance selection geographically within the state and ensure that it is representative of occupational categories of the society membership;
    • identify more female and minority candidates.
    B. The Nominations Committee makes its nominations for directly elected members of Council at least six months prior to the annual meeting of the Institute. Notice of such nominations is published to the membership by the secretary at least five months prior to the annual meeting of the Institute.

    C. Any 20 members of the Institute from any state for which a vacancy arises may submit to the secretary independent nominations for vacancies in Council from that state provided that such nominations are filed with the secretary at least four months prior to the annual meeting of the Institute.

    V. Elections
    A. The nominees of the Nominations Committee for directly elected seats on Council are declared elected by the secretary if no independent nominations are filed for such seats.

    B. In each state in which there is a contest for a directly elected seat on Council, the secretary mails to all members of the Institute-at least 90 days prior to the annual meeting of the Institute- ballots containing the names and relevant background information of nominees from the state selected by the Nominations Committee and the names and relevant background information of nominees independently nominated. Ballots must be returned to the secretary at least 45 days before the AICPA annual meeting to be valid. Election to the contested seats on Council is determined by a majority of the votes received.

    VI. State Society Representatives on Council
    In April of every year, the AICPA secretary requests state society executive directors to provide the names of their designated representatives on Council for the committee year commencing in October. The deadline for receipt of this information is the middle of June.



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