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About FAE

FAE Bylaws

Effective June 1, 2020


The following, as amended from time to time, shall constitute the bylaws of the FOUNDATION FOR ACCOUNTING EDUCATION, INC. (hereinafter “FAE”).  FAE has been organized and shall exist as a not-for-profit corporation pursuant to its Certificate of Incorporation and the New York Not-For-Profit Corporation Law (the "Act").  Notwithstanding the foregoing, FAE shall be operated at all times as a 501(c)(3) organization within the meaning of the U.S. Internal Revenue Code of 1986 as amended from time to time (the “Code”) and the activities of FAE shall be limited accordingly. 


SECTION 1. Principal Office. The principal office of FAE shall be located at: 14 Wall Street, New York, New York. FAE may relocate the principal office, and may also establish such other offices, as the Board of Trustees shall direct if the business of FAE so requires.

SECTION 2. Registered Office and Agent. FAE shall maintain a registered office and a registered agent within the State of New York in accordance with the requirements of the Act. The location of the registered office and the designation of the registered agent shall be approved by the Board of Trustees.

SECTION 3. Nonprofit Purpose. FAE is a not-for-profit corporation and is not organized for the private gain of any person. It is organized under the Act and is organized for the purposes set forth in Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law. Within the context of these general purposes, FAE’s specific purposes shall be to engage in education and research in the field of accountancy, to develop and improve accountancy education, and to expand knowledge in the accounting science, including, without limitation, retaining and employing instructors and staff for the implementation of continuing education programs and research projects, developing joint programs with other institutions and disciplines, establishing beneficial relations with educators and educational institutions, organizing accountants’ study groups around specific topics in accountancy, encouraging and publishing books and pamphlets on accountancy, and obtaining grants and funding for educational and research projects. Further, FAE shall administer a Benevolent Fund in accordance with established protocols and applicable law.  Notwithstanding any other provision in these bylaws, FAE shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purpose of FAE, and FAE shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States Internal Revenue Law.

SECTION 4. Dedication of Property.

All corporate property is irrevocably dedicated to the purposes set forth in Article I, Section 3. No part of the net earnings of FAE shall inure to the benefit of any of its directors, trustees, officers, or members, or to the benefit of any private person except as reasonable compensation for services rendered, goods received, and other property or valuable thing which may be acquired by FAE for the accomplishment of its purposes.


SECTION 1. Composition of MembershipThe New York State Society of Certified Public Accountants (the “Society”) shall be the sole Member of FAE.

SECTION 2. Annual Meetings.  An annual meeting of the Member shall be held once each year for the election of Trustees of FAE and the transaction of other business, if any, on the same date and place as the Society’s Board of Directors final meeting of its fiscal year.  No formal notice is required.

SECTION 3. Special Meetings.  The Member may conduct a special meeting for any purpose.

SECTION 4. Actions of the Member.  The Member shall act through the board of the Society.  The quorum required for the Member to act shall be as set forth in the bylaws of the Society.


SECTION 1. Number. FAE shall be managed by a Board of no less than five and no more than seven Directors who shall be known as "Trustees". (The Board of Trustees is referred to herein as the “Board”.)

SECTION 2. Qualifications and Terms of Trustees.

  1. All Trustees shall be CPA Members in good standing of the Society, as defined in the Bylaws of the Society.
  2. All Trustees shall be appointed on the basis of their interest and ability to contribute to the educational and benevolent goals of FAE. In addition, the Trustees, to the extent possible, should represent a cross-section of the membership of the Society in terms of geography, diversity, and professional areas of practice.
  3. Six Trustees shall be divided into three groups of equal number and shall have staggered terms of three years, such that each year there shall be one open “Society-appointed Trustee” and one open “FAE-recommended Trustee”, as such terms are defined herein.Any trustee referred to under this paragraph shall be a voting member in good standing of the Society.

SECTION 3. Appointments. The Trustees shall be appointed by the Member. Three of the Trustees shall be directly appointed by the Society (the “Society-appointed Trustees”), and the other three Trustees shall be recommended by FAE and subject to the approval of the Society (the “FAE-recommended Trustees”). The Society-appointed Trustees shall each be nominated by the Society’s Nominating Committee.  The FAE-recommended Trustees shall be approved at the final Board meeting of FAE’s fiscal year and shall be voted upon from among at least two nominees put forth by the Member’s Selection Subcommittee.  At each annual meeting of the Member, one Society-appointed Trustee shall be appointed by the Society and one FAE-recommended Trustee shall be approved by the Society. The appointment of new Trustees to replace those whose terms are due to expire at the next Annual Meeting shall be made by the Member as set forth above.  Notwithstanding the foregoing, because the procedures relating to the appointment of Trustees is being modified by amendment of these Bylaws in 2020, the Member shall take such actions (including but not limited to the appointment of Trustees on a transitional basis to one-year or two-year terms as appropriate) as are required to implement the procedures set forth in these Bylaws.

SECTION 4. Vacancies. The Member shall appoint individuals to fill all vacancies on the Board; provided, however, that if the vacant position was occupied by a FAE-recommended Trustee, the Member will first seek the recommendation of FAE before appointing an individual to fill such vacancy. Any Trustee appointed to fill the unexpired term of a Trustee shall hold office until the next Annual Meeting of the Society and until his or her successor is appointed and qualified.

SECTION 5. Resignation and Removal. Any Trustee may resign at any time by written resignation filed with the Secretary/Treasurer of FAE or the Board. Any Trustee may be removed at any time with or without cause by action of the Member; provided that notice of any such removal shall be provided promptly to the Board of FAE.

SECTION 6. Quorum. A majority of the Trustees shall constitute a quorum for the transaction of business at a meeting of the Board.

SECTION 7. Voting.

  1. Except as otherwise required by law or as otherwise provided in the bylaws, the vote of a majority of the Trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.
  2. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or committee consent to the adoption of a resolution authorizing the action, which resolution shall be filed with the minutes of the Board or committee. Such consent may be obtained in writing, electronically or facsimile.
  3. Any member of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone, video conference, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SECTION 8. Compensation. With the exception of the Executive Director,

  1. Trustees shall serve without compensation, and
  2. No Trustee may serve FAE in any capacity for which he or she would receive compensation.

SECTION 9. General Powers. 
The Board shall be the governing body of FAE. The affairs of FAE shall be managed by the Board, which shall have those powers reserved for a governing body as provided by law.


SECTION 1. Annual Meeting. The Annual Meeting of the Trustees of FAE shall be held at such time and place as the Trustees may designate.

SECTION 2. Regular and Special Meetings. Regular meetings of the Trustees may be held without notice at such times and such places as shall be designated by the Board. The President shall designate the time, place, and agenda for any special meeting of the Board, except that a special meeting shall be held within fifteen days from the receipt by the President of (a) a request by the Member for a special meeting or (b) a petition for a special meeting, signed by at least one-third of the members of the entire Board. The agenda for such special meeting shall include items specified in such request or petition.

SECTION 3. Notice. Not less than three business days' notice of any special meeting shall be given to each Trustee by telephone, in person, or electronically, and not less than five days' notice of such special meeting shall be given to each Trustee if mailed. If mailed, such notice shall be deemed given when deposited in the United States mail, with postage thereon prepaid, directed to the Trustee at his or her address as the same appears on the records of the Society. In addition, to the maximum extent possible, any supporting documents or materials relating to the topics of the agenda or the business of the meeting shall be made available to the trustees at least five days prior to the date of the meeting.

SECTION 4. Waiver of Notice. Notwithstanding anything to the contrary, the Trustees may collectively waive any meeting-notice requirements under these bylaws to the fullest extent permitted by the New York State Not-for-Profit Corporation Law upon a writing signed, or vote taken by all Trustees eligible to vote.

SECTION 5. Adjournment. A majority of Trustees present at any meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. No notice of any such adjournment shall be given to the Trustees not present at the time of adjournment and, unless the time and place are announced at the meeting, to other Trustees, except in the cases of the Annual and special meetings.

SECTION 6. Executive Session.

  1. Upon a majority vote of Trustees present and voting, the Board may conduct an executive session.
  2. Attendance at an executive session shall be permitted to any person authorized by the Board.


SECTION 1. Officers. The Officers of FAE shall be: a President, a President-elect, a Secretary/Treasurer, the Executive Director, and any other officers as the Board may determine.

SECTION 2. Appointment and Term of Office. The officers, except the President and the Executive Director, shall be appointed by vote of the Board from among their number, except that no Society officer, with the exception of the Secretary/Treasurer, shall serve as a FAE officer. The Secretary/Treasurer of the Society shall serve as the Secretary/Treasurer of FAE. Nothing in this provision shall prohibit the Board from appointing an officer from among either the Society-appointed Trustees or FAE-recommended Trustees; provided, however, that no individual may be appointed President-elect unless he or she has at least two years left in his or her term on the Board at the time of such appointment. The President-elect shall automatically assume the office of the President at the beginning of the fiscal year next following becoming President-elect. The Executive Director of the Society shall serve as the Executive Director of FAE. All officers shall have a term of one year; provided, however, that if the President-elect should become President as a result of the failure of the President to complete a full term of office, such President-elect shall serve as President for the unexpired term of the predecessor and for an additional one-year term thereafter, and further provided that the Executive Director shall serve as long as he or she is Executive Director of the Society.

SECTION 3. President. The President shall preside over all meetings of the Board. The President shall serve as a voting, ex officio member of all committees of FAE. The President shall serve as chair of the Board and perform such duties as are necessarily incident to the office of President and shall have such other powers as maybe conferred upon him or her by the Board.

SECTION 4. President-elect. The President-elect shall perform all executive and other duties should the President be unable or unwilling to do so, and such duties as may be delegated to the President-elect by the Board or the President. The President-elect shall automatically be deemed to have been elected President at the beginning of the fiscal year next following becoming President-elect.

SECTION 5. Secretary/Treasurer. The Secretary/Treasurer shall be the secretary of all meetings of the Board. The Secretary/Treasurer shall give notice of all the meetings requiring notice. The Secretary/Treasurer shall keep a record of the proceedings of all the meetings. The Secretary/Treasurer shall perform all duties ordinarily pertaining to the offices of Secretary or Treasurer or delegated to the Secretary/Treasurer by the Board or the President.

SECTION 6. The Executive Director. The Executive Director shall be the chief executive officer of FAE and shall report to the Board. The Executive Director shall be a nonvoting, ex officio member of the Board and all committees. If the Executive Director shall be unable to act, the Board shall appoint some other member of the Board to do so.

SECTION 7. Vacancies. A vacancy in any office other than the President or the Executive Director shall be filled by the president, subject to the approval of the Board, without undue delay, at its next regular meeting, or at a special meeting called for that purpose. If a vacancy occurs in the office of President, the President-elect shall automatically become President for the period provided in section 2 of this Article. If a vacancy occurs in the office of the President at a time when there also is a vacancy in the office of President-elect, the Member shall designate a CPA member of the Society to serve as President until the end of the fiscal year.

SECTION 8. Absences. In case of absence of an officer of FAE or for any other reason which may seem sufficient to the Board, the Board may delegate the powers and duties of such officer to any other officer or Trustee.

SECTION 9. Surety Bonds. The Board may require the furnishing of surety bonds in such amounts and for such officers and staff members as they may determine.

SECTION 10. Resignation and Removal. Any officer may resign at any time by written resignation filed with the Secretary/Treasurer of FAE. Any officer may be removed with or without cause by the Member at any meeting of the Member.


SECTION 1. Indemnification. FAE shall indemnify its Trustees and officers in each and every instance in which such indemnification is required or permitted by statute. The Trustees shall act promptly and in good faith whenever any action on their part is required by statute to implement any such indemnification.

SECTION 2. Insurance. FAE shall have the power to purchase and maintain insurance for the purposes of indemnification of Trustees and officers.


SECTION 1. Fiscal Year. The Fiscal Year of FAE shall be the same as the Society’s fiscal year.

SECTION 2. Annual Report. Upon direction by the Board, the President and Secretary/Treasurer shall present at the annual meeting or a regular meeting of the Board, as soon as practicable, following the end of the previous fiscal year a report verified by the President and the Secretary/Treasurer or by any independent certified public accountant selected by the Board, showing in appropriate detail the following:

  1. The assets and liabilities including trust funds of the corporation as of the end of fiscal year of FAE.
  2. The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
  3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of report.
  4. The expenses or disbursements of the corporation, for general and restricted purposes, during the year immediately preceding the date of the report.

The report shall be filed with the minutes of the Board, and shall also be provided to the Member at or about the same time that it is provided to the Board.

SECTION 3. Checks, drafts, etc. All checks, drafts, notes or other orders for payment of money shall be signed on behalf of FAE by the President, the Vice-President, the Secretary/Treasurer, the Executive Director; or any trustee or any staff member of the Society as shall be authorized by the Board.

SECTION 4. Contracts. Except as otherwise provided by resolution duly adopted at any meeting of the Board, all contracts, agreements, deeds and formal instruments shall be signed on behalf of FAE by the President or by such other person or persons as shall be authorized by the Board.

SECTION 5. Voting of Stock. Any stock in other corporations which may from time to time be held by FAE may be represented and voted at any meeting of stockholders of such other corporations by the President or by the Executive Director or as may be otherwise at any time authorized by the Board.


The seal of FAE shall be circular in form and shall bear the name of FAE, the year of its incorporation and the words "Corporate Seal, New York".


SECTION 1. Executive and Other Committees. A majority of the entire Board may by resolution designate from among its members an executive committee and other committees, including task forces, each consisting of three or more Trustees, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except as otherwise forbidden by applicable law.

SECTION 2. Duration of Committee. Every committee set forth above shall serve at the pleasure of the Board.  The members of all committees shall be selected by the Board.


The bylaws may be amended, repealed or altered in whole or in part by the Member. A copy of any amendment adopted by the Member shall be provided promptly to the Board of FAE.