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Add to Article II, Section XII (new number XI):

Such membership as Fellows or Associates of this Association as thus obtained, however, ceases when said member severs his memberhip in the State or District Society through which he acquired it.

MR J. S. M. GOODLOE (Ohio): This amendment provides "when said member severs his membership." How does that affect a member where the state society ceases to exercise its power in the matter of non-payment of dues or for any other reason? Would it not be well to provide that his membership shall cease in the association when it ceases in the state society?

MR. THOS. P. RYAN (New York): The idea of the committee was that if a man had severed his connection by being expelled he had severed his connection with the state society.

MR. J. S. M. GOODLOE (Ohio): I want to move to amend that such membership or fellowship shall cease when he ceases to be a member of the state or district society through which he acquired membership.

The amendment was duly seconded and, being put to a vote, prevailed unanimously.

The following amendments were then read and unanimously adopted without debate:

Make Article II, Section XIII (new number XII) read as follows:

All applications for membership as Fellows or Associates of this Association, or notification of such as provided in preceding Section XII, must be made through the respective State or District Societies which are members of this Association in all cases where there are such Societies and no one practicing in a State or District where such a Society exists shall be admitted unless he is a member of said State or District Society excepting as provided under Section XIV.

Make Article II, Section XIII, read as follows:

Application for membership, as a Fellow or Associate at large in this Association made by a person resident of a State or District where a State or District Society is established and of which Society said applicant is not a member, shall be submitted to such State or District Society for approval and report thereon as to the professional standing and character of the applicant. In the event of said State or District Society withholding its approval it shall require the affirmative vote of three-fourths of all members of the Board of Trustees to elect such applicant to membership.

Let present Section XIV remain as now.
Make present Section IX number VIII.
Make present Section X number IX.
Make present Section XI number X.

Make present Section XII number XI.

Make present Section XIII number XII.
Make new Section XIII.

Make present Section XIV remain as now.

The following proposed amendments were then read and adopted without debate:

CERTIFICATES OF MEMBERSHIP.

Article VII, Section I-insert on fourth line after the word agree the following:

in writing prior to receipt of such certificate.

ARTICLE VIII.

For words at least sixty days substitute the words at least thirty days.

By-Laws.

ARTICLE I.
PRESIDENT.

Make Section II read as follows:

He shall call meetings of the Association or Board of Trustees when he deems it necessary, or when requested so to do by the Executive Committee, or upon the written request of at least one-fourth of the constituent Societies for a meeting of the Association, or one-third of the Trustees for a meeting of the Board of Trustees.

MR. J. S. M. GOODLOE (Ohio): I move to amend the matter relating to the calling of a meeting by the Board of Trustees by striking out the word "one-third" and inserting in place thereof "one-fourth.”

The motion was duly seconded and, being put to a vote, prevailed unanimously.

The following amendments were then read and adopted:

Add to Section III.

VICE-PRESIDENT.

Provided that if the President be absent from the annual meeting of the Association the Chairman shall be appointed from the Vice-Presidents, by the Board of Trustees.

SECRETARY.
SECTION V.

Make present Section V read Va and add:

He shall supervise the annual issue of a Year Book containing details of important Association events of the preceding year. The cost of said Year Book shall form an item of the budget to be presented at each meeting of the Association.

Make Section VB read as follows:

It shall be the duty of the Secretary at all seasonable opportunities to advocate the cause of the profession generally, to initiate correspondence in promotion of the aims of the Association, and to make full reports of each feature considered or acted upon by him to the Executive Committee at their meetings.

BOARD OF TRUSTEES.

Section VIII, end of twelfth line (B) then add the words depository and."

COMMITTEE ON LEGISLATION.

Make Section XIII Article I, read as follows:

The duties of the Legislative Committee shall be to assist affiliated Societies in matters relating to State Legislation affecting the profession, to support members against unjust attack where questions of professional principle are involved, and to consider such questions as may be referred to it by the Executive Committee or Board of Trustees.

The Committee shall report to the Board of Trustees at each of its

regular meetings the legislative situation as affecting the profession in each State of the Union where matters of interest have arisen since the date of the previous report.

Add to By-Laws Article I, as Section 15.

COMMITTEE ON BUDGET.

The duties of the Committee on Budget shall be to collect, determine, and present amounts required by the various Committees, Officers, etc., for the disbursements necessary to the Association and submit the same to the Board of Trustees for presentation to the meetings of the Association.

The following amendment was then read by the secretary, and Mr. Thos. L. Berry moved its adoption:

ARTICLE II-MEETINGS OF THE ASSOCIATION-Regular. Make read as follows:

SECTION I.

The annual meeting of the Association shall take place on the third Tuesday of October of each year. Notices of meeting shall be sent out not less than thirty days prior to such meeting direct to each member at large and to the membership of constituent Societies through the respective Secretaries thereof, stating the place, date, and time of such meeting.

MR. THOS. P. RYAN (New York: Several members of our body have spoken to me about the advisability of a change in date. The committee itself had that in mind but did not deem it advisable to submit a particular date. The committee has no strong preference for a meeting in October. There has been some objection raised, but we left it open so that the change might be made here if it is thought desirable.

After debate in which Messrs. Montgomery (Pa.), Platt (Cal.), Spurr (Mass.), and Berry (Md.), took part, the original motion to adopt the amendment offered by Mr. Berry was put to a vote and prevailed unanimously.

The following amendments were successively read by the secretary, and on separate motions covering each respectively, offered by Mr. Thos. L. Berry, they were unanimously adopted:

Make read as follows:

SECTION II.

The annual meeting shall be held at such place in the United States as the members in annual meeting of the preceding year shall decide.

BOARD OF TRustees.

Section Va, fifth line, insert the word the between the words of and Board.

Article III, Section I, make sixth line and after read as follows:

of Society Fellows of the American Association of Public Accountants who are entitled to representation in this Association as are members of said State or District Association on which dues are paid to the Association. Provided, however, Society Fellows who are such through membership in more than one State or District Society shall elect as to the Society through which they desire representation, and they shall be entitled to representation for voting purposes, by one such Society only. In the absence of instructions to the contrary, they shall be credited to the

State or District of which they are residents or citizens. Each delegate present shall cast an equal proportion of the total vote of the Society he represents unless otherwise directed by his Society.

Leave Section II as now.

The following amendment was read, and on motion of Mr. J. A. Cooper, of Illinois, was unanimously adopted:

Insert the following as Section III.

Each Society Fellow who is a member of more than one of the constituent Societies shall notify in writing the Secretaries of such Societies as to which one he elects to represent him for voting purposes. Such notification to be made at or about the time of the annual meeting of the State Societies involved and to be subject to renewal or revocation at the next succeeding annual election. No State or District Society other than the one so elected shall be assessed for said member.

Make present Section III number IV, and add to end thereof: "who are entitled to representation in this Association."

The following amendments were read, and on motion were unanimously adopted:

MEMBERS AT Large.

Section IV make number V, and add thereto the following:

If, however, he elects to so vote he shall not be entitled to representation for voting purposes as a Society member, and no State or District Society shall be assessed by the Association on account of his membership in said State or District Societies.

Make Section V number VI.

Make Section VI number VII.
Make Section VII number VIII.

Make Article VI, Section IV, read as follows:

Such dues shall be due and payable annually in advance on October Ist of each year or at the date of a member's election or admission to membership, and until such payment thereof no certificate of membership shall be issued. Such dues shall be apportioned in the first instance to the end of the fiscal year, namely, September 30.

Make Article VI, Section V, read as follows:

No affiliated Society or Member at Large shall be permitted to vote or be entitled to representation at any meeting thereof when dues are sixty days in arrears.

The secretary then read the recommendations offered by the Illinois Society.

The following changes submitted by the Illinois Society of Certified Public Accountants are intended to replace Article VII of By-Laws.

PENALTIES.

SECTIONS I AND II.

CHICAGO, July 13, 1907.

T. CULLEN ROBERTS, ESQ.,

New York, N. Y.

Secretary, American Association of Public Accountants,

DEAR SIR:-I beg to forward you copy of the following Resolution passed at the last meeting of the Directors of the Illinois Society of Certified Public Accountants, which was held on Tuesday, July 9.

"RESOLVED, That the following changes in the rules and by-laws of The American Association of Public Accountants, submitted by Mr. John

A. Cooper, be recommended to the Association at the annual meeting to be held in October, 1907, and that the Secretary be instructed to notify the Secretary of The American Association of Public Accountants on or before the 15th inst. in accordance with Section 1 of Article VIII of the Constitution."

I remain,
Yours truly,

(Signed)

ARTICLE VII.

PROFESSIONAL ETHICS.

H. BENNINGTON,
Secretary.

The following are declared to be the fundamental rules of the Association: for (a) the infraction of any part thereof, or if (b) convicted of felony or misdemeanor, or if (c) finally declared by a court of competent jurisdiction to have committed any fraud, or is (d) held by the Board of Trustees on the written complaint of any person aggrieved, whether a member or not, to have been guilty of any act or default discreditable to the profession, or is (e) declared by any competent court or commission to be insane or otherwise incompetent, or (f) fails to pay any subscription, dues, assessment, or other sum owed by him to the Association under its by-laws within three months after such debt has become due:

A member renders himself liable to be expelled from the Association or to be suspended for a term not exceeding two years by resolution of the Board of Trustees sitting as a Trial Board.

RULES.

1. No member shall allow any person not being either a member of the Association or in partnership with him as a public accountant, or in his employ on a salary, to practice in his name as a public accountant.

2. No member shall directly or indirectly allow or agree to allow a commission, brokerage, or other participation by the laity in the fees or profits of his (the member's) professional work.

3. No member shall directly or indirectly accept or agree to accept any part of the fees or profits of the professional work of a lawyer or any commercial brokerage, bonus, or commission whatsoever as an incident to work in which such member is professionally engaged.

4. No member shall engage in any business or occupation conjointly with that of a public accountant, which in the opinion of the Board of Trustees is incompatible or inconsistent therewith.

5. No member shall certify to exhibits, statements, schedules, or other form of accountancy work, the preparation of which was not carried on entirely under the supervision of himself, a member of his firm, one of his staff, a member of this Association or of similar Association of good standing in foreign countries.

6. No member shall perform accountancy work payment for which is by arrangement upon the contingency of the result of litigation or other form of adjustment.

ARTICLE VIII.

TRIAL BOARD.

SEC. 1. For the purpose of adjudicating upon complaints or charges against members of the Association as provided in Article VII the Board of Trustees shall convene as a Trial Board.

SEC. 2. Due notice shall be mailed to the parties to the cause by the Secretary at least thirty days prior to the proposed session.

SEC. 3. A three-fourths vote of those Trustees present shall be necessary to a decision.

SEC. 4. The Board of Trustees (sitting as a Trial Board) may in the exercise of their discretion recall, rescind, or modify any resolution for expulsion or suspension at a meeting similarly called and convened by a

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