Proposed Bylaw Amendment to Increase the Number of DirectorsatLarge

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Proposed Bylaw Amendment to Increase the Number
of Directors-at-Large

• Larry D. Edgerton, CPA
• Past Chairman - TSCPA

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Proposed Amendment

• To increase number of directors-at-large from 18
  to 36
• The proposed change was recommended by Executive
  Board
• Supported by Nominations and Strategic Planning
  committees
• Approved for vote by the membership by TSCPA
  Board of Directors at January 2007 Mid Year
  Meeting
• Officially noticed to TSCPA members through
  various TSCPA publications

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Required Vote for Approval

• A two-thirds majority vote of members present in
  person or by proxy must approve the proposed
  amendment in order for it to be adopted.

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Why the Change?

• Will provide more opportunities for Board
  participation by interested TSCPA members
• In recent years, the number of members nominated
  for at-large director positions has far exceeded
  openings on the Board

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Implementation

• Plan to stagger the additional at-large
  directors terms to maintain an even distribution
  of at-large directors over the normal three-year
  term
• Some would serve shorter terms in the first few
  years until all additional directors are phased
  in

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Article V Board of Directors

• (2) The Board of Directors shall consist of the
  following members (a) all past TSCPA presidents
  elected prior to June 1998 (b) all past
  chairmen (c) the members of the Executive Board
  (d) the president of each chapter (e) 36
  directors-at-large (f) one extra director
  elected by each chapter for each unit of 200
  fellow and honorary fellow members of the Society
  or portion thereof in its designated area (g)
  chair of TSCPAs Strategic Planning Committee
  and (h) the president of the Accounting Education
  Foundation of the TSCPA. The directors-at-large
  shall be elected for three-year terms except as
  necessary to maintain a general pattern of
  one-third of the at-large directors terms
  expiring each year.