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Amended and Restated By-Laws of
The New York State Society CPA PAC, Inc.

Effective June 1, 2020


The following, as amended from time to time, shall constitute the bylaws of NEW YORK STATE SOCIETY CPA PAC, INC. (hereinafter the “PAC”).  The PAC has been organized and shall exist as a not-for-profit corporation pursuant to its Articles of Incorporation and the New York Consolidated Laws, Not-For-Profit Corporation Law (the “Act”). 



Section 1. Name. The name of this Corporation is New York State Society CPA PAC, Inc.

Section 2. Office and Registered Agent. The location of the principal office of the PAC shall be at 14 Wall Street, New York, New York, 10005, or at such other location within the State of New York as the Board of Trustees of the PAC may designate. The PAC 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. Purpose. The purposes of the PAC are:

(a) To provide for the mutual assistance, advancement and recognition of the members of the New York State Society of Certified Public Accountants (hereinafter, the “Society”) and the profession of public accountancy by promoting participation in political activities in New York State;
(b) To encourage, maintain and foster Society members interest in political affairs and issues affecting the profession of public accountancy in the State of New York;
(c) To espouse positions on state legislation affecting Society members and the profession in New York State;
(d) To exercise, promote and protect the interest of the Society members and the profession of public accountancy in New York State;
(e) To endeavor to carry out these purposes by supporting for office State candidates pledged to carry out these purposes; and
(f) To solicit contributions from Society members, CPA firms, other business entities, and individuals with a view toward carrying out the aforesaid purposes.


Section 1. Members. The Members of the PAC shall be Society members in good standing who have contributed to the PAC in the last year, determined on a rolling calendar year basis.

Section 2. Suspension or Termination of Membership. Membership in the PAC shall be concurrent with membership in the Society, and suspension or termination of membership in the Society shall automatically result in the suspension or termination of membership in the PAC.

Section 3. Resignation. Any member may resign at any time by providing written notice to the Secretary of the PAC. Any resignation shall take effect as specified therein or, if not specified, upon receipt by the Secretary.

Section 4. Voting. Every current Member is entitled to vote on matters presented to the membership and shall have one vote at any meeting of the Members. The approval of a majority of Members present at any meeting in person or by proxy and entitled to vote shall be required to approve any action presented to the Members at a meeting.

Section 5. Quorum. A quorum for the transaction of business at a meeting of the Members shall be the lesser of 100 Members or 10% of the total membership of the PAC, present in person or by proxy.

Section 6. Meetings. The PAC shall convene a meeting of Members in May, or at such other date as the Board of Trustees may determine, and this meeting shall be the Annual Meeting. The time, place and duration of the Annual Meeting shall be established by the Board of Trustees. The Board of Trustees shall provide for a report to be presented to the Members at this meeting that shall include a full report of the PAC’s finances, including a report of assets and liabilities and changes in the amount of assets and liabilities over the previous year, revenue and expenses, number of current Members and changes in the number of Members over the previous year. The Board of Trustees may direct the President and Treasurer, or other officers of the PAC, to present this report to the Membership.

Section 7. Special Meetings. Special meetings of the PAC may be called at any time by the Board of Trustees, by a majority vote, or upon written request of two percent (2%) of the Members of the PAC. The purposes for which any special meeting is called must be clearly stated in the Board of Trustees vote or written request for the meeting and no business shall be transacted at a special meeting other than the purposes specified in that vote or written request.

Section 8. Notice of Meetings. Notice of any meeting of the Members shall be sent to the Members by first class mail, facsimile telecommunications, or electronic mail, at least ten days but not more than fifty days prior to the meeting date to each Member.


Section 1. Powers. The property, affairs and activities of PAC shall be managed by the Board of Trustees (the “Board”). The Board shall have, in addition to the powers and authority expressly conferred upon it by these By-laws, the right, power and authority to exercise all such powers and do all such acts and things as may be exercised or done by the PAC as a corporation organized under the Not-for-Profit Corporation Law of the State of New York (the “Not-for-Profit Corporation Law”).

Section 2. Number. The Board shall consist of seven (7) Trustees, all of whom shall be Members of the PAC. Trustees shall be determined as follows:

(a) Five (5) Trustees, one from each of the five (5) Society Chapter Regions (“Regional Trustees”), shall be elected by the Trustees at the final Board meeting of the then-current fiscal year from the nominees determined in accordance with Article III, Section 15 hereof. The election of Trustees shall be effective as of the first day of the next fiscal year. Society Chapter Regions consist of Long Island, New York City, Western New York, Hudson Valley and Upstate.
(b) The Executive Director and President of the Society who shall automatically serve as ex officio non-voting Trustees (“Ex-Officio Trustees”).

Section 3. Terms. The Trustees’ terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board shall expire. The Regional Trustees shall serve a three-year term, each commencing at the beginning of the applicable fiscal year. Each Ex-Officio Trustee’s term shall last until such Trustee no longer holds his or her position in the Society.

Section 4. Renewal. Upon completion of a term, a Regional Trustee may be nominated for an additional term in accordance with the provisions of these By-laws. Nothing prohibits a Regional Trustee who has served two (2) terms on the Board of Trustees, from serving as a Trustee of the PAC again, provided such Trustee takes one complete term off. Except for Ex-Officio Trustees, no Trustee shall serve for more than two (2) consecutive three-year terms.

Section 5. Vacancy. In the event of a vacancy on the Board of Trustees from among the Regional Trustees, for whatever reason, the Board shall appoint a replacement Regional Trustee as soon as possible to complete the remaining term of the vacating Regional Trustee from among any additional nominees for such Region provided by the Society pursuant to Article III, Section 15 of this Article, provided such nominee remains a Member. If no such nominee exists, the President of the PAC shall request that the Society provide the PAC with one or more additional qualified nominees.

Section 6. Ineligible to Serve. Any member of the Society whose firm is retained or employed as a personal CPA by, or serves as the treasurer for, a state elected official or state political committee shall not be eligible to serve as a Trustee of the PAC.

Section 7. Removal. A Regional Trustee may be removed for cause by the vote of the Trustees provided there is a quorum (as defined herein) at the meeting of the Trustees at which such action is taken. In addition, any Regional Trustee who has failed to attend three consecutive regular or special meetings of the Board will be automatically dismissed from the Board.

Section 8. Meetings. Regular or annual meetings of the Board of Trustees shall be held at such times and places as may from time to time be fixed by the Board of Trustees or as may be specified in a notice of meeting. Special meetings of the Board of Trustees shall be held whenever called by the President, or by two (2) or more Trustees, which notice shall include a brief summary of the business to be discussed.

Section 9. Notice of Meetings. Notice need not be given of regular meetings of the Board if the Board of Trustees fixes the time and place of such meetings. Notice of each special meeting shall be given to each Trustee by telephone or in writing, by first class mail, facsimile telecommunications, or electronic mail, at least twenty-four (24) hours before the time at which the meeting is to be held.

Section 10. Waiver. Notice of meeting need not be given to any Trustee who submits a signed waiver of notice, whether before or after the meeting. The attendance of any Trustee at a meeting without protesting prior to the conclusion of the meeting shall constitute a waiver of notice.

Section 11. Quorum. A majority of the voting Trustees shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Trustees present thereat may adjourn the meeting from time to time, until a quorum shall be present. Notice of any adjournment shall be given to any Trustees who were not present, and, unless announced at the meeting, to the other Trustees. At all meetings of the Board, each voting Trustee shall have one vote.

Section 12. Manner of Acting. Except as otherwise provided herein or required by applicable law, the vote of a majority of the voting Trustees present at any meeting at which there is a quorum shall be the act of the Board of Trustees.

Section 13. Meeting by Conference Telephone. All meetings of the Board of Trustees pursuant to these By-laws, including an annual, special and regular meeting of the Board of Trustees or meeting of any committee, may be conducted by conference call, provided that all persons can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 14. Committees. The Board may establish committees of the Board and committees of the PAC as determined to be necessary, at the discretion of the Board. All committees shall consist of a Chair, who shall be a member of the Board of Trustees, and members, who shall each be nominated by the President and elected by the Board. At each annual meeting of the Board, the Board shall elect members to all committees established by the Board. The Board shall have the right to replace and remove any member of any committee in its discretion, for any reason, with or without cause.

Section 15. Nomination of Regional Trustees. Each January, the PAC shall notify the Society of any Regional Trustee vacancies that will occur at the end of the then-current fiscal year. The Society will provide for consideration by the Board of Trustees a minimum of one (1) Member, and preferably two (2) Members, as candidates to fill each such Regional Trustee position.


Section 1. Officers and Appointment. The officers of the PAC shall be a President, a Secretary, and a Treasurer. The Trustees shall, by vote at the first Board meeting of each fiscal year, elect the President and Secretary of the PAC. The President and Secretary may serve consecutive terms co-terminus with their Board of Trustee terms. The Society Executive Director shall serve as the Treasurer, and his/her term shall last as long as he/she is the Society Executive Director.

Section 2. President. The President will preside at all meetings of the Board of Trustees and shall enforce the PAC’s By-laws. He/she shall perform all executive and other duties ordinarily pertaining to the office of president or delegated to him/her by the Board of Trustees.

Section 3. Secretary. The Secretary shall keep a record of the proceedings of the Board of Trustees, and of any committees. The Secretary shall also serve all notices required either by law or the By-laws. In case of the Secretary’s absence, inability, refusal or neglect to do so, such notices may be served by any person directed by the President. The Secretary shall be the custodian of the records (other than financial), have charge of the seal of the PAC, and in general, perform all duties as from time to time may be assigned to the Secretary by the Board, the President, or by any committee authorized to do so.

Section 4. Treasurer.

(a) The Treasurer shall be the financial officer of the PAC and shall give a financial report at each meeting. The Treasurer shall be the custodian of the funds of the PAC, disburse all monies of the PAC in accordance with the instructions of the Board of Trustees, and keep a detailed account of:

(i) all contributions made to the PAC, the full name and mailing address of every person or entity making a contribution, and the date and amount thereof;
(ii) all expenditures made by or on behalf of the PAC;
(iii) the full name and address of every person or entity to whom any campaign contribution is made, the date and amount thereof, and the name and address of, and where applicable, the office sought by each candidate on whose behalf such contribution is made; and
(iv) any other records as required by State or Federal law.

(b) The Treasurer shall prepare, sign and file all reports, including tax returns, to governmental agencies required by law or directed to be filed by the Board of Trustees.

Section 5. Removal. An officer may be removed by a majority vote of the Board of Trustees with or without cause.


Section 1. The PAC shall keep correct and complete books and records of account. Such books and records shall be open for PAC Trustees and Members to review and shall be audited annually by an outside auditor appointed by the Board of Trustees; provided, however, that so long as the PAC’s books and records are kept in conjunction with those of the Society, such outside auditor shall be appointed by the Society in accordance with its then-current bylaws.

(a) The funds of the PAC shall be deposited in such banks and other depositories as the Board of Trustees may select.
(b) The Board of Trustees may refuse to accept any contribution made to the PAC.
(c) The Board shall determine the policies necessary to approve and disburse PAC funds, provided that any disbursement or expenditure that exceeds the amount of five thousand dollars ($5,000) shall be subject to the approval of the Treasurer and at least one other officer unless such expenditure is a campaign contribution to a political committee, incumbent office holder or candidate in an amount within the limitations of then current PAC political contributions disbursement policy approved by the Board of Trustees.
(d) After such approvals, any check, money order, or other form of payment requiring a signature paid from funds of the PAC that does not exceed the amount of five thousand dollars ($5,000) shall be signed by the Treasurer; any such payment in excess of five thousand dollars ($5,000) shall be signed by the Treasurer and one other officer of PAC.


Section 1. Indemnification. The PAC shall indemnify its Trustees and officers in every instance in which such indemnification is required or permitted by the New York Not-for-Profit Corporation Law, as the same may be amended and supplemented. 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. The PAC shall have the power to purchase and maintain insurance for the purposes of indemnification of Trustees and officer.


Section 1. Fiscal Year. The fiscal year of the PAC shall at all times coincide with the fiscal year of the Society.

Section 2. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Not-for-Profit, New York.” The seal may be used by causing it for a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 3. Corporate Books and Records. The PAC shall keep correct and complete books and records of account of the activities and transactions of the PAC, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-Laws, and all minutes of meeting of the Board of Trustees and committees thereof.


The By-laws of the PAC may be amended or repealed and new By-laws may be adopted by a vote of two-thirds of the Board of Trustees, provided that at least thirty (30) days’ notice is given to all Trustees serving on the Board of the intention to amend or repeal the By-laws or to adopt new By-laws at such meeting.


The PAC may be dissolved by a two-thirds vote of the Members of the PAC, at a meeting specifically called for such purpose by the Board of Trustees. Upon dissolution of the PAC, all assets, after expenses and debts have been paid, shall be distributed to an organization or organizations with purposes similar to those of the PAC.


Adopted by the CPA PAC Board, May 13, 2020, Agenda Item C.


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Recommended contribution: $50, but any amount you can give is welcome! An individual contribution to CPA PAC requires you to use a personal credit card. You may not use a business credit card when making a contribution as an individual to CPA PAC.

A firm contribution to CPA PAC requires you to use your firm’s credit card. You may not use a personal credit card when making a contribution as a firm to CPA PAC.

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