BYLAWS

(As Revised - 2011)

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I. Name of Organization. The name of this organization shall be the American Accounting Association. The form of organization shall be that of a non-profit association, incorporated under the laws of the State of Illinois.

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II. The Purposes and Objectives of the Association Shall Be: To further the discipline and profession of accounting through thought leadership in education, research, and service.

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III. Membership. Admission to the Association shall be subject to such conditions as the Board of Directors may determine. There shall be three classes of membership: (1) Regular Members, (2) Life Members, and (3) Student Members. The Board of Directors has the authority to create membership sub-categories based on the organization's strategy.

Regular Members and Life Members are eligible to vote, hold offices, and participate in all activities of the Association. Student Members may participate in activities of the Association, except they may not vote in elections conducted by the Association, serve as committee members, or hold an elective or appointed office.

Life Members. Honorary life memberships may be granted by the Board of Directors to individuals who have been long-time members of the Association.

Student Members. Students, during the period of matriculation in a post-secondary program, shall be eligible for Student Membership in the Association. The application must be accompanied by a certification of his/her student status by the applicant. Student Membership may include a subscription to one or more Association journals, as determined by the Board of Directors.

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IV. Dues. Dues shall be determined by the Board of Directors with the approval of the Council. Dues categories shall be structured to reflect the organization's strategy and to increase participation of classes of individuals facing varying economic conditions. Dues shall be payable in advance at the beginning of each membership year.

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V. The Board of Directors. The Board of Directors shall consist of: the President; the President-Elect; the Immediate Past President; the Vice President-Finance; the Vice President-Finance-Elect; the Vice President of Research and Publication; the Vice President of Education; and five additional Board members. The President-Elect and Vice President-Finance-Elect automatically become President and Vice President-Finance respectively, at the end of their one-year elect terms. All officers shall serve for three years, except in the case of appointments to fill vacancies. Interim vacancies shall be filled by action of the Board of Directors. The Executive Director and the President-Elect nominee are ex-officio nonvoting members of the Board of Directors.

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VI. The Management Team of the Board of Directors: The Management Team of the Board of Directors shall consist of the Past President, President, President-Elect, Vice President of Finance, President-Elect nominee, and the Executive Director. The President shall chair the Management Team's meetings. Duties of the Management Team include responsibility for coordinating and evaluating progress on the Association's strategic plan and creating the call for nominations for all Board members of the Association as subsequently approved by the Board of Directors.

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VII. Duties of the Members of the Board of Directors.

President. The President shall be responsible for administering the affairs of the Association. The President of the Association shall act as chair of the Board of Directors. The President shall preside at the annual business meeting of the Association. Except for committee members appointed by the Council (see Section IX) and previously appointed to terms that have not yet expired, the President shall have the authority to appoint members to committees and task forces, and, at his/her discretion, to remove members of committees and task forces. The President shall serve in that office for one year.

President-Elect. The President-Elect shall present to the Board of Directors recommendations for committee activities for the year with related charges and supporting budget. The budget shall also be presented to the Council for its recommendations. The President-Elect shall appoint members to serve on committees and task forces during his/her term of office, except for committee members appointed by the Council (see Section IX) and those previously appointed to terms that have not yet expired. The President-Elect shall serve in that office for one year.

Past President. The Past President serves on the AAA Nominations Committee and assists the President and President-Elect in their efforts to implement the Association's strategy. The Past President shall serve in that office for one year.

Vice President-Finance. The Vice President-Finance chairs the standing Finance Committee (see Section IX). The Vice President-Finance is responsible for supervising the financial management of the Association, under the general direction of the Board of Directors. The Vice President-Finance shall assist the President-Elect in preparing the budget outlining the financial resources and requirements for the next fiscal year. The Vice President-Finance shall report annually to the membership on the financial affairs of the Association. The Vice President-Finance shall serve for two years after serving one year as Vice President-Finance-Elect.

During the first year of the Vice President-Finance's two-year term, the AAA Nominations Committee shall nominate a Vice President-Finance-Elect to serve during the final year of the Vice President-Finance's two-year term. The Vice President-Finance-Elect shall assume the vice presidency (and chair of the Committee on Finance) upon the expiration of the Vice President-Finance's term. The Vice President-Finance-Elect shall serve as a member of the Finance Committee and shall perform other duties as assigned by the Vice President-Finance.

Vice President-Education. The Vice President-Education shall be responsible for developing and administering programs in accounting education. He/she shall chair the standing Education Committee, be responsible for liaison between the Board of Directors and committees designated by the President, and interact with national and international accounting education bodies. The Vice President-Education shall serve in that office for three years.

Vice President-Research and Publications. The Vice President-Research and Publications shall be responsible for developing and administering programs that advance accounting research. He/she shall chair the standing Research Committee, be a member of the Publications Committee, be liaison between the Board of Directors and committees designated by the President, and interact with the Research Directors of other national and international accounting organizations. The Vice President-Research shall serve in that office for three years.

Additional Board Members. Five Board members shall perform whatever duties are assigned by the Board of Directors as reflected in their respective call for nominations. Each Vice-President shall serve in that office for three years. Three of the additional Board members will be nominated by the Council (see Section VIII). The remaining two will be nominated by the AAA Nominations Committee as outlined in Section IX.

Executive Director. The Executive Director, an ex officio, nonvoting member of the Board of Directors, shall be responsible for the operation of the Administrative office of the Association and shall report to the Board of Directors on all operating matters. Minutes of the meetings of the Board of Directors, of the Council, and of the annual business meeting shall be the responsibility of the Executive Director, and shall be made publicly available to AAA members. The Board of Directors is responsible for appointing and conducting the annual evaluation of the Executive Director.

Filling of Vacancies. In the event that a member of the Board of Directors, other than the President, is unable to serve their full term, the duties shall be assigned to another person selected by the Board of Directors. When the President cannot serve, then the duties shall be assumed by the most recent Past President who is willing to serve. When the President-Elect is not able to serve, the AAA Nominations Committee will nominate another candidate who will be affirmed by a vote of the membership.

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VIII. Council. A Council shall assist the Board of Directors in governance of the Association. The functions of the Council shall be in part advisory and in part decision-making, with day-to-day decisions made by the President, the Executive Director, and the Board of Directors. The Council shall normally meet quarterly, either virtually or in person. One such meeting shall be held at the annual meeting. Members of the Council shall begin their term at the conclusion of the annual meeting of the Association.

Council Chair. The Council Chair will serve for one year. The Council Chair, assisted by Council Chair-Elect and the Past Council Chair, will preside over Council meetings. Council Policies and Procedures will identify the processes for electing the Council Chair. Members of the Board of Directors may not serve as Council Chair.

Council Composition and Length of Service

Board of Directors members during their terms of office
Representatives of Segments (i.e., Regions and Sections) of the Association
At-Large Representatives of the international members of the Association

Each Association Segment will have one representative on Council. Council members will be elected by members of their Segment to each serve a three-year term, with approximately one-third of the Council elected each year. Board of Directors will appoint two international members to the Council.

Council Duties

Propose Bylaws changes for submission to the Board of Directors and act upon Bylaws changes submitted to it by the Board of Directors before submission to the members.
Approve changes in dues.
Approve major decisions when referred to the Council by the Board of Directors.
Elect five members of the AAA Nominations Committee (see Section IX). Current Council members are not eligible to serve on the AAA Nominations Committee.
Review the annual budget of the organization and make recommendations thereon to the President-Elect.
Review for approval all AAA advocacy positions.
Populate all Association-wide awards committees.
Each year nominate an AAA member for a three-year term on the Board of Directors and forward the name to the AAA Nominations Committee for inclusion in the slate put before the membership.
Regularly monitor AAA member views on the AAA strategic plan and report to the Board of Directors.
Monitor periodic Segment reports (see Section XIII) and recommend to the Board of Directors creation of or dissolution of Segments due to membership demand or lack thereof, fiscal feasibility, and/or compliance with AAA Bylaws, policies, or procedures.
Other activities to advance the AAA strategy as directed by the Board of Directors.

Council Standing Committees

Council Committee on Awards Committees shall populate Association-wide awards committees.
Advocacy Review Committee shall review positions forwarded by Association-level committees for suitability to represent an Association-level position. Position papers or letters approved by this committee will be designated as representing official positions of the AAA.
Council Ballot Committee shall identify at least two member names each year, who meet the criteria of the call for nominations approved by the Board of Directors, to serve on the Board of Directors. The names shall be sent to the AAA Nominations Committee to be placed on the AAA ballot for a member of the Board of Directors.

Quorum and Voting. Sixty percent of the members of the Council shall constitute a quorum. Issues shall be decided by a simple majority vote of those present.

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IX. Association Standing Committees. The following standing committees shall be established and report to the Board of Directors. Each standing committee (except Nominations and Publications) shall consist of nine members, each of whom shall normally serve a three-year term, with one-third of the committee members appointed each year.

Finance Committee. The Finance Committee shall consist of the Vice President-Finance, the Vice President Finance-Elect, and other members with staggered terms. The Committee shall monitor the financial condition and goals of the Association, and assist in achieving the Strategic Plan.

Education Committee. The Education Committee shall study and report upon all matters of concern to the Association in the field of accounting education as directed by the President and the Board of Directors. The Education Committee makes policy recommendations to the Board of Directors about the development of education-related activities designed to enhance world-wide education in accounting including, but not limited to curricula, course delivery, faculty development, etc. The committee shall align the strategic direction of all Association-level committees related to education with the organization's Strategic Plan.

Research Committee. The Research Committee shall study and report upon all matters of concern to the Association related to research, as directed by the President and the Board of Directors. The Research Committee makes policy recommendations to the Board of Directors about the development of research-related activities designed to enhance world-wide research in accounting including, but not limited to PhD programs, faculty development, research recognition, etc. The committee shall align the strategic direction of all Association-level committees related to research with the organization's Strategic Plan.

Governance Committee. The Governance Committee shall review proposed amendments to the Association's governing documents to assure clarity, consistency, and legal compliance, and advise the Board of Directors on changes in the governing documents. The President-Elect is an ex-officio member of the governance committee.

Nominations Committee. The Nominations Committee shall nominate candidates for elective offices of the Association. It shall consist of the two most recent Past Presidents willing and able to serve and five members elected by the Council. The five elected members cannot be current members of either the Council or the Board of Directors. The Nominations Committee shall be chaired by the most senior, in service, of the Past Presidents serving. Members of the Nominations Committee are not eligible for nomination. Rank-and-file may nominate persons to the Nominations Committee.

Publications Committee. The Publications Committee shall study and report to the Board of Directors on all operating matters concerning Association publications including, but not limited to providing slates of candidates for the Board of Directors regarding decisions to appoint each of the Managing Editors of The Accounting Review, Accounting Horizons, and Issues in Accounting Education. The committee shall consist of seven members, the Vice President-Research and Publications, and a chair, all serving three-year terms. Committee members shall have staggered three-year terms, with two members being appointed each year.

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X. Nomination and Elections Procedures. A list of the nominations made by the Committee on Nominations and the Council shall be published approximately ninety (90) days prior to the beginning of the election. The slate shall include at least two names for each position. Additional nominations may be made by a petition signed by not less than one hundred (100) members of the Association submitted to the Executive Director at least forty-five (45) days prior to the beginning of the election. Persons so nominated must previously have agreed to serve if elected. The membership of the Association shall be notified prior to the election of the nominations made by petition.

Election shall take place by mail, facsimile, or electronic vote of the members.

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XI. Annual Meeting. The Association shall hold an annual meeting at such time and place as may be determined by the Board of Directors. The tentative program for the annual meeting shall be published approximately ninety (90) days prior to the meeting.

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XII. Publications. The Association shall publish periodical journals that shall be devoted to matters consistent with the purposes and objectives of the Association. The Association may also publish other accounting materials as deemed appropriate by the Board of Directors. The Association shall not pay royalties on its publications.

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XIII. Segments of the Association. The Board of Directors may authorize the formation of Segments on the advice of Council. Segments are Regions or Sections. Regions are defined geographically by the Board of Directors. Sections represent interest groups. All Segments will be identified as part of the AAA (i.e. AAA Midwest Region) in all publications and communications. Each Segment will be governed by the Bylaws of the AAA and the common Bylaws for Segments. Every 3 to 5 years, each Segment will prepare a self-evaluation of its purpose and sustainability to support the strategic objectives of the overall organization.

Organization. Each Segment shall have a Chair or President, a Chair-elect or President-elect, a Secretary /Treasurer, a Council Representative, and a Nominations Committee and such other officers and committees as the Segment shall determine.

Council Representatives. A Segment shall be represented on the Council of the Association by a Representative. Council members serve a minimum of three years and are eligible for one additional three-year term. The Council Representative is a member of the governing body of the Segment. If the Council Representative is unable to attend a Council meeting, the Segment's officers may send an alternate who shall have all of the voting rights of an elected representative (see below). The representative is responsible for reporting in a timely manner all relevant Council meeting information to the Segment's governing body.

Nomination and Election Procedures. The President or Chair and the Council Representative shall be elected by mail, facsimile, or electronic vote or at the annual business meeting of the Segment under Robert's Rules of Order. If, in addition to the nominee(s) proposed by the Nominations Committee, a person is nominated by petition signed by not less than twenty-five (25) members of the Segment, the election shall be by written or electronic ballot. Persons nominated by petition must previously have agreed to serve if elected. Only members of the Segment shall be eligible to vote.

Committee on Nominations. The Committee on Nominations shall consist of one or more immediate Past Vice-Presidents or Chairs (the most senior of whom shall chair the committee) and at least four (4) other persons to be elected at the annual business meeting of the Segment or, if no such election is made at such meeting, by majority vote of the Segment officers. Candidates for election to the Committee on Nominations shall be proposed and seconded from the floor. Members of the Committee on Nominations shall not be eligible for nomination to any Segment office while serving on the committee. The Committee on Nominations elected at each annual business meeting or by majority vote of the Segment officers shall prepare a list of nominees for the election to be held at the next annual meeting or by mail, facsimile, or electronic vote before the next annual meeting.

President-Elect or Chair-Elect. A Segment will designate and elect a President-Elect or Chair-Elect as appropriate. The procedures prescribed for election of a President or Chair shall apply.

Dissolution of Segments. The Board of Directors has responsibility to dissolve Segments on the advice of Council due to lack of membership, fiscal feasibility and/or violation of AAA Bylaws, policies, or procedures.

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XIV. Disposition of Assets. The Association shall be operated exclusively for the educational purposes for which it is organized. No part of the net earnings of the Association shall inure to the benefit of any person except as compensation for services, or as an allowance in furtherance of the purposes of the Association. In the event of dissolution of the Association, its net assets shall be distributed to an agency organized and operated exclusively for education purposes and of which no part of the net earnings inures to the benefit of any person except as compensation for services or as an allowance in furtherance of its purposes.

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XV. Amendment. Amendments to the Bylaws may be proposed by any individual member or group of members, by the Board of Directors, or by the Council. Proposals approved by both the Board of Directors and the Council or submitted by petition of not less than one hundred (100) members of the Association shall be presented for membership vote. Written notice of Bylaws amendments to be presented for membership vote shall be given to the members at least ninety (90) days prior to the vote. To be amended, a minimum of 10% of all eligible Association members as of the end of the prior fiscal year must vote and of the votes cast, at least two-thirds must be affirmative.

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