AICPA Bylaw Section 320 

3.2 Membership

As amended
June 17, 1996,
unless otherwise indicated

    .01    The rights and powers of the membership of the Institute shall be as defined herein.

            3.2.1 Attendance at Meetings

            Every member and international associate of the Institute shall be entitled to attend all meetings of the Institute.

            3.2.2 Voting Rights

            Every member, but no international associate, shall be entitled to vote in person, when in attendance, upon all questions brought before duly called meetings of the Institute, and by mail ballot for the election of Council members pursuant to sections 6.1 through 6.1.6, on proposed amendments to these bylaws or to the Code of Professional Conduct as provided in article 8, and upon proposed resolutions of the membership as provided in section 5.1.4.

            3.2.3 Residence for Voting Purposes

            The state from which a member may vote shall be that indicated by the member's mailing address as carried in the official records of the Institute, and may be either the state in which the member resides or that in which the member's office is located.

            3.2.4 Resolutions of the Membership

            As provided in section 5.1.4, the members by mail ballot may enact resolutions of the membership, not inconsistent with these bylaws, which shall be binding upon the membership, the Council, the Board of Directors, officers, committees, and staff.

            3.2.5 Certain Positions to Be Held Only by Members

            With the exceptions noted below, only members of the Institute, as defined in section 2.1, may serve as members of the Council, the Board of Directors, or any committee or board designated as “senior” by the Council ( see section 3.6.1) or as “permanent” by these bylaws ( see section 3.6.2). Exceptions to this rule are as follows:

            1.    Three representatives of the public, none of whom shall be members of the Institute, shall be members of the Board of Directors and Council. 
            2.    Council may authorize the appointment of persons who are not Institute members to any senior or permanent committee or board provided the non-Institute members do not constitute more than twenty-five percent of its membership.

[As revised May 15, 2000.]


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