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About FAE

FAE Bylaws

Effective December 18, 2023


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 operate 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 with the NYSSCPA Corporate Offices in New York, as it may be changed from time to time.

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. 

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” or the “Member”) 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 eleven Directors who shall be known as "Trustees." (The Board of Trustees is referred to herein as the “Board.”) The FAE Board will comprise no more than nine Trustees in the ordinary course, but will be permitted up to eleven Trustees in the event the term of the President-elect and/or President must be extended as provided in Article V.

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. To serve on the FAE Board, one must be a CPA member of the NYSSCPA for three continuous years and have at least one year’s service either on a statewide committee, a chapter executive board or a combination of both.
  3. All Trustees shall be appointed based on 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.
  4. Eight Trustees shall have staggered terms of four years, such that each year two new FAE Trustees will be appointed:  one “FAE-recommended Trustee” and one “Society-recommended Trustee”.  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. Four of the Trustees shall be directly appointed by the Society (the “Society-appointed Trustees”), and the other four Trustees shall be recommended by FAE and subject to the approval of the Society (the “FAE-recommended Trustees”). Both the Society-appointed Trustees and the FAE-recommended Trustees shall be nominated by the Society’s Selections Subcommittee.  The FAE-recommended Trustees shall be approved at a Board meeting of FAE that occurs prior to the last Member Board meeting for the fiscal year and shall be voted upon from among at least two nominees put forth by the Member’s Selection Subcommittee.  At or before the last meeting of the fiscal year for the Member, the FAE-recommended Trustees shall be reviewed and one appointed by the Society and then the Society-appointed Trustee is selected. The appointment of new Trustees to replace those whose terms are due to expire at the end of the fiscal year 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 2023, the Member will extend the term of each current FAE Trustee by one year to implement the procedures set forth in these Bylaws.

SECTION 4. Vacancies. The Member shall appoint individuals to fill all vacancies on the Board; the Member will first consider selecting one of the applicants vetted by the Selection Subcommittee. If the Member deems none of those applicants acceptable, it will 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 term of that position expires.

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. Except for the Chief Executive Officer,

  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 a 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 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 Chief Executive Officer, and any other officers as the Board may determine.

SECTION 2. Appointment and Term of Office. The officers, except the President and the Chief Executive Officer shall be appointed by vote of the Board from among their number, except that no Society officer, except for the Secretary/Treasurer, shall serve as a FAE officer. The Secretary/Treasurer of the Society shall serve as the Secretary/Treasurer of FAE The President-elect shall automatically assume the office of the President at the beginning of the fiscal year next following becoming President-elect. The Chief Executive Officer of the Society shall serve as the Chief Executive Officer 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 Chief Executive Officer shall serve as long as he or she is Chief Executive Officer 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.  In the event that a Trustee is the President in the last year of his or her term, such term will be extended by one year to allow such Trustee to complete a year as immediate past president. 

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.  In the event that a Trustee is appointed President-elect in the last year of his or her term, such term will be extended by two years to allow such Trustee to complete a year as President and a year as immediate past president.

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 Chief Executive OfficerThe Chief Executive Officer of FAE shall be the Chief Executive Officer of the Society Board. The Chief Executive Officer shall be a nonvoting, ex officio member of the FAE Board and all committees. 

SECTION 7. Vacancies. A vacancy in any office other than the President or the Chief Executive Officer 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 the event 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 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 Chief Executive Officer; 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 Chief Executive Officer 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.