BY-LAWS

(As Revised - 1999)

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Name of Organization
The Purposes and Objectives of the Association Shall Be:
Membership
Dues
The Executive Committee
Duties of the Members of the Executive Committee
Council
Standing Committees
Nomination and Elections Procedures
Annual Meeting
Publications
Regions, Sections and Groups
Disposition of Assets
Amendment

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 initiate, encourage and sponsor research in accounting and to publish or aid in the publication of the results of research.
To advance accounting instruction and to encourage qualified individuals to enter careers in the teaching of accounting.
To advance the development and application of accounting concepts and standards and seek their adoption for financial statements prepared for external purposes.
To advance the development and uses of accounting for internal management purposes.
To advance a widespread knowledge of accounting among qualified students and the public generally.

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III. Membership. Accounting teachers, public accountants, accountants from business and government, and other persons interested in the Association’s purposes and objectives are eligible for membership in the Association. Admission shall be conducted in such manner and shall be subject to such conditions as the Executive Committee may determine. There shall be four classes of membership: (1) Members, (2) Associate Members, (3) Life Members, and (4) Emeritus Members.

Members . Members are eligible to vote, hold offices, and participate in all activities of the Association.

Associate Members . Students, during the period of registration in school, shall be eligible to become Associate Members in the Association. The application for Associate Membership must be accompanied by a certification of his/her student status by the applicant. Associate Membership shall include a subscription to one or more Association journals, as determined by the Executive Committee. Associate Members may not vote in elections conducted by the Association, serve on committees, or hold an elective or appointed office.

Life Members . Life Membership may be awarded by the Executive Committee of the Association. Life members shall have all of the rights of a member. No Life Memberships shall be sold.

Emeritus Members . Members who have retired from ordinary gainful employment, and who have been members of the Association for twenty (20) years may apply for and shall be granted Emeritus Membership. Emeritus Members shall have all of the privileges and benefits of ordinary members but shall pay dues at the same rate as Associate Members.

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IV. Dues. Dues shall be determined by the Executive Committee with the approval of the Council. Dues shall be payable in advance at the beginning of each fiscal year. The dues shall be apportioned quarterly for new members for the initial year of membership. Any member ten (10) months in arrears shall be dropped from the membership roll. The fiscal year of the Association shall be September 1 to August 31.

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V. The Executive Committee. The Executive Committee shall consist of the officers of the Association as follows: the President; the President-Elect; the Immediate Past President; the Vice President-Education; the Vice President-Research; the Vice President-Publications; the Vice President-Finance; the Vice President-International; the Vice President-Sections and Regions; the Vice President-Professional Relations; and one additional Vice-President. The President-Elect automatically becomes President at the end of the term as President-Elect. The individual elected to the Presidency shall serve on the committee for three years, commencing with the assumption of duties as President-Elect. All other officers shall serve for two years, except in the case of appointments to fill vacancies. Interim vacancies shall be filled by action of the Executive Committee.

The Executive Committee in conjunction with the Council as specified in Section VII shall be responsible for directing the affairs of the Association. The operation of the administrative office and the duties and powers of the Executive Director shall be determined by specific action of the Executive Committee. Major policy actions relating to items not included on written agenda distributed in advance of meeting shall be presented at one Executive Committee meeting for discussion and shall be acted upon at the next scheduled meeting. Significant policies, rules, and procedures shall be set forth in a "Policies and Procedures Manual." The Executive Committee may authorize multi-year appointments to committees in addition to standing committees.

The Executive Committee shall meet at least twice a year. Six members of the Executive Committee shall constitute a quorum.

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VI. Duties of the Members of the Executive Committee

President . The President shall be responsible for administering the affairs of the Association. The President of the Association shall act as chair of the Executive Committee and of the Council. The President shall be responsible for the technical program of the annual meeting. He/she shall preside at the annual business meeting of the Association. Except for committee members previously appointed to terms that have not yet expired, the President shall have the authority to appoint members to committees, and, at his/her discretion, to remove members of committees. The President shall serve in that office for one year.

President-Elect . The President-Elect shall present to the Executive Committee recommendations for committee activities for the ensuring 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 during his/her term of office, except for committee members previously appointed to terms that have not yet expired. The President-Elect shall serve in that office for one year.

Vice President-Education. The Vice President-Education shall be responsible for developing and administering programs in accounting education. He/she shall be responsible for liaison between the Executive Committee and the committees designated by the President as education committees. The Vice President-Education shall serve in that office for two years.

During the first year of the Vice President's term, the Committee on Nominations shall nominate a Vice President-Education-Elect to serve during the second year of the Vice President's term and to assume the vice presidency upon the expiration of that term. The Vice President-Education-Elect shall serve as an ex-officio member of the Committee on Accounting Education and shall perform whatever duties assigned by the Vice President.

Vice President-Research. The Vice President-Research shall be responsible for developing and administering programs in accounting research. He/she shall be responsible for liaison between the Executive Committee and the committees designated by the President as research committees, and with the Research Directors of other national accounting organizations. The Vice President-Research shall serve in that office for two years.

Vice President-Publications. The Vice President-Publications shall be responsible for coordinating the operations of all publications of the Association, including those of its sections, regions and groups, and shall chair the Committee on Publications. The Vice President-Publications shall serve a two-year term.

During the first year of the Vice President's term, the Committee on Nominations shall nominate a Vice President-Publications-Elect to serve during the second year of the Vice President's term and to assume the vice presidency upon the expiration of that term. The Vice President-Publications-Elect shall serve as an ex-officio member of the Committee on Publications and shall perform whatever duties assigned by the Vice President.

Vice President-Finance. The Vice President-Finance, in conjunction with the Committee on Finance, shall be responsible for supervising the financial management of the Association, under the general direction of the Executive Committee. He/she shall serve as a member of the Committee on Finance in his/her first year in office and as chair in his/her second year of office. He/she 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 in that office for two years.

During the first year of the Vice President-Finance's term, the Committee on Nominations shall nominate a Vice President-Finance-Elect to serve during the second year of the Vice President-Finance's term and to assume the vice presidency upon the expiration of the Vice President-Finance's term. The Vice President-Finance-Elect shall serve as an ex-officio member of the Finance Committee and shall perform whatever duties are assigned by the Vice President-Finance.

Additional Vice-Presidents. In addition to the responsibilities indicated by their titles, the four additional Vice-Presidents shall perform whatever duties the President may assign to them. The President shall designate one Vice-President, in his/her first year of office, to serve on the Committee on Finance. The designated Vice-President shall serve as chair of the Committee on Finance during his/her second year in office. Each Vice-President shall serve in that office for two years.

Executive Director. The Executive Director shall be responsible for the operation of the Administrative office of the Association and shall report to the Executive Committee on all operating matters. Minutes of the meetings of the Executive Committee, of the Council, and of the annual business meeting shall be the responsibility of the Executive Director.

Filling of Vacancies. In the event that a member of the Executive Committee is unable to serve, the duties shall be assigned to another person selected by the Executive Committee, except that when the President cannot serve, 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 office shall remain vacant to the end of the term and a President shall be elected at the ensuing annual meeting.

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VII. Council. A Council shall assist the Executive Committee 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 and the Executive Committee. The Council shall normally meet twice yearly, once in connection with the annual meeting and once during the year. Members of the Council shall begin their term at the annual meeting of the Association.

Composition and Length of Service

Members of the Executive Committee - during term of office.
Representatives of Regions, Sections and Groups (Segments):

Two representatives per segment where segment membership exceeds one thousand - Two Years.

One representative per segment where segment membership does not exceed one thousand - One Year.
Four Members at Large - Two Years.
Two International Members at Large - Two Years.

Functions

Propose By-Laws changes for submission to the Executive Committee and act upon By-Laws changes submitted to it by the Executive Committee before submission to the members.
Approve changes in dues.
Approve major decisions when referred to the Council by the Executive Committee.
Elect the members of the Committee on Nominations other than the Past Presidents. Executive Committee members shall not be eligible to vote in this election.
Review the budget and make recommendations thereon to the President-Elect.
Advise the Executive Committee on major issues.

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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VIII. Standing Committees. The following standing committees shall be established and shall report to the Executive Committee.

Committee on By-Laws. The Committee on By-Laws shall consist of three members, one of whom shall be the Vice President-Finance. The function of this committee shall be to advise the Executive Committee on changes in the By-Laws.
Committee on Accounting Education. The Committee on Accounting Education 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 Executive Committee. The committee shall consist of nine members, each of whom shall normally serve three years. In addition, the Vice President-Education-Elect shall serve as an ex-officio member of the committee. The Vice President-Education shall serve as chair of the committee.
Committee on Nominations. The Committee on Nominations shall consist of the three most recent Past Presidents willing and able to serve and four members elected by the Council. The four elected members need not be members of the Council, and may not be current members of the Executive Committee. The Committee on Nominations shall be chaired by the most senior, in service, of the Past Presidents serving. The Committee on Nominations shall nominate candidates for all of the elective offices of the Association and members at large of the Council.

Members of the Committee on Nominations are not eligible for nomination, except that members of the Committee on Nominations who are already members of the Council may continue in that capacity.
Committee on PublicationsThe Committee on Publications shall study and report to the President and Executive Committee on all matters of concern in the field of publications. It shall also provide a slate of candidates to the Executive Committee for its guidance when appointing the Managing Editors of T he Accounting Review , Accounting Horizons , and Issues in Accounting Education . The committee shall consist of seven members including the Vice President-Publications, who will serve as chair. The committee members shall have staggered three-year terms, with two members being appointed each year.
Committee on Finance.The Committee on Finance shall consist of the Vice President-Finance, one additional Vice-President, the immediate past Chair and other members, if any, designated by the President. It shall monitor financial goals of the Association and assist in achieving those goals.

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IX. Nomination and Elections Procedures. A list of the nominations made by the Committee on Nominations shall be published approximately ninety (90) days prior to the beginning of the election. 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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X. Annual Meeting. The Association shall hold an annual meeting at such time and place as may be determined by the Executive Committee. The tentative program for the annual meeting shall be published approximately ninety (90) days prior to the meeting. The tentative program shall include:

the agenda for the annual business meeting of the membership,
announcement of the election results,
proposed changes to the By-Laws, and
such other business slated to come before the Association.

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XI. 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 Executive Committee. The Association shall not pay royalties on its publications.

The initial term of the Managing Editors shall be for three years. The term may be extended by reappointment for a maximum of three additional one-year terms. Initial appointments and reappointments shall be made by the Executive Committee.

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XII. Regions, Sections and Groups. The Executive Committee may authorize the formation of regions, sections and groups. Regional organizations shall be for the purpose of holding regional meetings for the presentation and discussion of subjects in accounting and allied fields of interest to members of the Association. Section and group organizations shall be for the purpose of serving the needs of the various special interest segments of the Association. The Executive Committee shall formulate policies, rules and regulations governing these segments.

Organization . Each region shall have a Chair or President; each section and group shall have a Chair or President; and each segment shall have a Nominating Committee and such other officers as the segment shall determine.

Nomination and Election Procedures . The President or Chair 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 Nominating 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 for the election to be held at the next annual meeting or by mail, facsimile, or electronic vote before the next annual meeting.

Council Representative . A region, section or group shall be represented on the Council of the Association by representatives designated for such purpose or if no such designation is made by its President or Chair when entitled to one (1) representative, or by that person and his/her immediate predecessor in office when entitled to two (2). Representatives who are unable to attend a Council meeting may send an alternate who shall have all of the voting rights of an elected representative.

Vice-President-Elect or Chair-Elect . A region, section or group may choose to designate and elect a President-Elect or Chair-Elect as appropriate. If a segment adopts this arrangement, the procedures prescribed for election of a President or Chair shall apply.

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XIII. 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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XIV. Amendment. These By-Laws may be amended by the affirmative vote of two-thirds of the members present and voting at any annual business meeting, or, at the discretion of the Executive Committee, by the vote of two-thirds of the members who return ballots in a mail referendum. Amendments to the By-Laws may be proposed by any individual member or group of members, by the Executive Committee, or by the Council. Proposals approved by both the Executive Committee 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 By-Laws amendments to be presented for membership vote at an annual business meeting shall be given to the members approximately ninety (90) days prior to that meeting.