CONSTITUTION AND BY-LAWS

OF THE

STATE ASSOCIATION OF COUNTY AUDITORS

(STATE OF CALIFORNIA)

 ARTICLE I

Name

 The name of the Association shall be: State Association of County Auditors. 

ARTICLE II

Object

The object of this Association shall be:

To promote the general interest of and foster a friendly and fraternal feeling among the County Auditors, Controllers, and Finance Officers of the various counties of the State of California.

To further promote both development of, and the continued support for, accounting and auditing practices in counties that are in accordance with the generally accepted accounting principles and auditing standards applicable to governmental agencies.

To create a better understanding and utilization of legislation and its impact on the financial aspects of county government, as well as on matters which directly affect the funding, workload, and statutory duties of the County Auditors, Controllers, and Finance Officers.

To establish a higher efficiency and encourage communication and cooperation between the State and local governments in dealing with financial issues affecting county governments.

To promote a better public understanding of the services rendered by County Auditors, Controllers, and Finance Officers.

To encourage the professional development of the organization through programs related to accounting, auditing, and public finance, as well as management and public administration.

 ARTICLE III

Non-Profit

This Association is not organized nor shall it be operated for monetary gain or profit. It does not anticipate the distribution of gains, profits or dividends to the members thereof and is organized solely as a non-profit Association.

 ARTICLE IV

Membership

Section 1. ACTIVE MEMBERSHIP

Any duly elected, appointed, or acting County Auditor or Controller or Finance Officer qualified under the laws of the State of California shall be eligible to membership in this Association and upon payment of Association dues annually in advance, shall be eligible to all rights and privileges of membership subject to the provisions of this instrument.

 Section 2. DUAL MEMBERSHIP

Dual membership shall be granted to one Assistant, Chief Deputy or Deputy of the Auditor or Controller or Finance Officer of each county as listed in the Official Roster of County Auditors and Controllers upon payment of the membership annual fee as designated in Article X. The Deputy member shall not have the right to vote on the business of the Association except in the absence of the principal. The Deputy member shall not have the right to hold office in the Association, but may serve on committees with approval of the principal.

Section 3. LIFE AND HONORARY MEMBERSHIP

Retired County Auditors, Controllers, or Finance Officers shall be made life members of the Association, and honorary life membership may be granted to selected individuals by a majority vote of the membership at the regular annual meeting. Such life members or honorary life members shall not have the right to vote on the business of the Association, nor shall they have the right to hold office therein.

Section 4. ASSOCIATE MEMBERS

Any officer, partner or manager of a firm having an active interest in and ability to contribute to the purpose of this Association may be eligible for associate membership. The applicant shall be proposed by an active member and sponsored by two other active members. The Executive Committee shall approve or reject the application. If approved, and upon payment of dues, the applicant shall become an associate member. Membership may be transferred within the firm upon application as specified above. Upon approval of such transfer by the Executive Committee, additional dues shall not be required for the remainder of that fiscal year. Associate members shall be entitled to participate at all regular meetings of the Association except closed meetings of the active members and shall not be permitted to vote, hold office nor serve as a member of any standing committee of the Association. They will work with Host Auditor and First Vice President in providing hospitality and programs for our meetings.

 ARTICLE V

Fiscal Year

 The fiscal year of this Association shall begin April 1 and end on the last day of March of the following year. 

ARTICLE VI

Officers

Section 1. The officers of this Association shall be President, First Vice President, Second Vice President, and Secretary-Treasurer. The President, First Vice President, and Second Vice President shall be elected at the regular annual meeting of the Association and shall hold office until their successors have been installed. The Secretary-Treasurer shall be appointed by the President to serve at his/her pleasure.

Section 2. The President shall be the Chief Executive Officer of the Association and shall have general supervision, direction, and control of the business affairs of the Association. The President shall be an ex-officio member of all committees.

Section 3. In the absence of the President, the First Vice President shall perform all the duties of the President. In the absence of the President and the First Vice President, the Second Vice President shall perform all duties of the President.

Section 4. The Secretary-Treasurer shall have charge of and keep accurate records of the Association. The Secretary-Treasurer shall collect all the dues and assessments, and disburse them only on Order of the Association given in regular meetings or on the Order of the President during recess of meetings.

The Secretary-Treasurer shall see that the membership has a full copy of the minutes of the regular meeting, not later than sixty (60) days after the adjournment of any regular meeting. If need arises, the Secretary-Treasurer shall be allowed necessary expenses for clerical help preparing minutes or in the taking of minutes of regular sessions. The Secretary-Treasurer shall also be an ex-officio member of all committees.

 ARTICLE VII

Meetings

 The regular annual meeting shall be held at a time and place selected by the Convention Site Committee with the approval of the Association membership.

Special meetings may be called with the consent of the Executive Committee. Notice of special meetings must be given by the Secretary-Treasurer postmarked at least ten (10) days prior to the meetings.

 ARTICLE VIII

Quorum

A majority of the voting membership of the Association shall constitute a quorum to transact business at all duly called or regular meetings.

A majority of the membership of a committee shall constitute a quorum to transact business at all duly called or regular meetings of said committee.

The attendance of nine members of the Legislative Committee will constitute a quorum for that committee only.

 ARTICLE IX

Committees

1. The President shall, as soon as possible after his/her installation, appoint the following Standing Committees to serve a term concurrent with his/her own, with the exception of the Legislative Committee, which shall be appointed as set forth in Section B, Legislative Committee.

2. All members of the Standing Committees shall forfeit their position in case of absence of two successive occasions, except for good cause and approval of the President.

3. A Deputy may serve on a committee if written permission is given by their principal to the President of the Association.

 A. EXECUTIVE COMMITTEE

To consist of all elected officers of the Association, Junior Past President, Secretary-Treasurer, all area Chairpersons, and three (3) additional members, to be appointed by the President. The President of the Association shall be Chairperson of the Executive Committee.

Duties

 To act upon all matters between the regular and special meetings of the Association.

To keep the members advised of action of this committee and of their recommendations.

To render an annual report of its activities at the annual meeting.

To assist the President of the Association in an advisory capacity of all matters of necessity for the common good of the County Auditors of the State of California.

To pass on expenditures in excess of $100.

To recommend annual membership fees.

 B. LEGISLATIVE COMMITTEE

Membership

To consist of twenty (20) members. The President and Secretary-Treasurer shall be ex-officio members. Additional members shall be the Legislative Chairperson, the First Vice President of the Association, two members from each of the five areas, and six members-at-large. If the number of areas are increased or decreased, the adjustment will be made in the members-at-large to maintain twenty (20) members on the Committee.

Appointment and Terms

Each Association area Chairperson will appoint two (2) representatives to serve on the Committee. The Association President, in consultation with the First Vice President, will appoint the members-at-large. All appointments must be made by July of each year and appointees will serve a two-year term commencing on October 1, to coincide with the annual legislative cycle. Appointments shall be made; providing for staggered terms, in order to provide continuity of experience on the Committee. The President, in consultation with the First Vice President, will appoint the area representatives if not done so by the area Chairperson.

Members of the Legislative Committee shall serve no more than two (2) consecutive terms (four (4) years). They may be subsequently re-appointed after at least one year’s absence from the Committee. The time served on the Committee by an officer is not considered when applying the provisions of maximum or consecutive terms.

The Chairperson of the Legislative Committee shall be appointed by the Association President, in consultation with the First Vice President, for a one-year (1) term not to exceed two consecutive terms (two years). The appointment shall be made in July of each year and effective on October 1 of that year.

The President, in consultation with the First Vice President, shall appoint a Vice Chairperson of the Legislative Committee. 

Vacancies on the Legislative Committee will be filled by appointment of the President, in consultation with the First Vice President and the area Chairperson (if appropriate), prior to the next scheduled Legislative Committee meeting, if possible. The appointee will complete the unexpired term, and this will not be counted as part of maximum or consecutive provisions. 

Duties

To solicit legislative proposals from the membership and to develop legislation in response to the needs of the membership in keeping with the purposes of the Association.

To review legislative proposals submitted to or referred to the Committee, and to submit legislation to other organizations for their input. 

The Committee will be proactive in accomplishing its duties and will keep the membership informed of the position taken on behalf of the Association with respect to any legislative matters to be considered, as reflected in the policies and procedures of the Legislative Committee, which are made part of the official records of the Association.

The Legislative Committee shall, on behalf of the Association, take appropriate action to implement the recommendations and actions of the Committee which may include attending hearings of the Legislature in writing or orally to members of the Legislature.

 C. CONVENTION PROGRAM COMMITTEE

 To consist of at least five (5) members including the First Vice President, who shall be Chairperson of the Committee, and the Second Vice President.

 Duties

To arrange a program and to make such other provisions as are necessary for the interest and benefit of the members at the annual meeting of the Association.

D. NOMINATING COMMITTEE

The Nominating Committee shall consist of the immediate active five (5) past Presidents. The Chairperson of the Committee shall be the Junior Past President.

 E. SUBSIDIARY COMMITTEE

 In recognition of the dual functions of the Office of Auditor and Controller, subsidiary committees are hereby established as follows:

AUDIT CHIEFS’ COMMITTEE

ACCOUNTING CHIEFS’ COMMITTEE

PAYROLL MANAGERS’ COMMITTEE

1. Purpose - There may be one or more of each of the above committees based upon interest and geographical needs. These committees may develop and make recommendations to this Association dealing with subject matters within their respective areas of interest and may receive assignments from the President and/or Executive Committee for study and review. They may submit suggestions to the Association, changes to or for additions to the State Controller’s Accounting Manual, Audit Manual, and Audit Guide.

2. Membership - Membership in these subsidiary committees shall be by designation of the County Auditor, Controllers, or Finance Officer which designation may be the County Auditor, Controller, or Finance Officer, or a member of his/her staff and may provide for alternatives.

3. Meeting Notices and Minutes - Copies of all meeting notices and agendas of subsidiary committees shall be distributed to all County Auditors, Controllers or Finance Officers. Minutes of actions taken and recommendations made to the Auditor’s Association by subsidiary committees shall be distributed to members of the Executive Committee of this Association.

4. Annual Report - The Chairperson or his/her designee of each subsidiary committee shall make an annual written report to the Annual Auditors’ Association Convention, summarizing the activities and actions of the committee during the past year.

5. The President shall appoint such other committees as the membership may direct and may appoint other committees as he/she deems advisable to promote the aims of the Association. Such appointment shall be in writing, shall contain the duties of and goals for said committee, and shall automatically expire at the end of the term of the appointing President

ARTICLE X

Special Services

 The Association may, by majority vote of the membership at any special or regular meeting, authorize the Executive Committee to contract for special services to assist the Association to fulfill the objectives of this Association.

 ARTICLE XI

Regional areas

The Association shall consist of five (5) regional areas to be known as: 1. Bay Area; 2. Central Area; 3. Mother Lode Area; 4. Northern Area; and 5. Southern Area.

 The areas shall be composed of the Counties set forth as follows:

 BAY AREA

Alameda Napa Santa Cruz

Contra Costa San Francisco Solano

Marin San Mateo Sonoma

Monterey Santa Clara

 CENTRAL AREA

Fresno Merced Stanislaus

Kings Sacramento Tulare

Madera San Benito Mariposa

San Joaquin

 MOTHER LODE AREA

Alpine Mono Sutter

Amador Nevada Tuolumne

Calaveras Placer Yolo

Colusa Sierra Yuba

El Dorado 

NORTHERN AREA

Butte Lassen Shasta

Del Norte Mendocino Siskiyou

Glenn Modoc Trinity

Humboldt Plumas Tehama

Lake

SOUTHERN AREAS

Imperial Orange San Luis Obispo

Inyo Riverside Santa Barbara

Kern San Bernardino Ventura

Los Angeles San Diego

There shall be a Chairperson of each of the above areas to be elected annually from the membership of that area.

 ARTICLE XII

Fees

The Executive Committee shall recommend any change in the annual fees to the membership at the annual meeting. The membership shall vote on the fee changes. Fees shall be due and payable at the annual meeting, and shall be delinquent on the subsequent first day of July. Fees shall include membership for each Principal and for one Deputy member. Reinstatement of all rights and privileges are effected by payment in full of any delinquency.

 ARTICLE XIII

Vacancies

Vacancies occurring in any committee, except the Legislative Committee, between sessions may be filled by the President, or in case of his/her inability, by the First Vice President, or in case of his/her inability, by the Second Vice President.

 ARTICLE XIV

Order of Business 

1. Call to Order

2. Roll Call

3. Reading of Minutes

4. Reports of Standing Committees

A. Executive

B. Legislative

C. Nominating

5. Treasurer’s Report

6. Reports of Special Committees

7. Communications

8. Election of Officers

9. Unfinished Business

10. New Business

11. Installation of Officers

12. Appointment of Committees

13. Selection of Next Meeting Place

14. Adjournment 

Except as noted, Robert’s Rules of Order shall prevail.

 ARTICLE XV

Amendments

The Constitution and By-laws may be amended by a majority vote of the membership at the annual meeting of the Association, or at a special meeting called for this purpose. A Notice of such special meeting shall be given by the President not less than ten (10) days prior to the meeting day, or may be considered at the annual meeting with no prior notice, providing two-thirds (2/3) of the membership present agree to hear the proposed amendment.

Proposed amendments to this Constitution and By-laws shall be mailed to the membership with the Notice for the meeting where action will be taken and shall be mailed no later than ten (10) days prior to the meeting date. Where no previous Notice has been given, proposed amendments shall be provided in writing to the membership at the annual meeting prior to the vote on whether the proposed amendment should be heard.

(Adopted by the State Association of County Auditors February 17, 1960. Amended in part on February 19, 1964. Amended in part on February 13, 1996. Amended in part on February 22, 1973. Amended in part on February 19, 1975. Amended in part on February 13, 1980. Amended in part on February 8, 1984. Amended in part on February 13, 1984. Amended in part on February 11, 1988. Amended in part on April 2, 1992. Amended in part March 1993. Amended in part March 1994).

To consist of thirty (30) members, the President and Secretary-Treasurer shall be members; other members shall include four (4) members from each of the five areas and three (3) members-at-large, and the five (5) Auditors, Controllers, or Finance Officers who serve on the State Controller’s Advisory Committee - County Accounting Procedures. If the number of areas are increased or decreased, the adjustment will be made in the members-at-large to maintain the thirty (30) members on the committee. The President may appoint other professionals, ex-officio, (e.g.: CPAs) for limited times to provide the committee with technical advice.

APPOINTMENT AND TERMS

Each area Chairperson will appoint four (4) representatives from his/her area to serve on the committee. The Association President will appoint the three (3) members-at-large. All appointments must be made by April of each year and appointees will serve a two year term commending on April 1 to coincide with the Association’s fiscal year. Appointments shall be made providing for staggered terms, in order to provide continuity of experience on the committee. The President will appoint the area representatives, if not done so by the area Chairperson. Members of the Accounting Standards and Procedures Committee shall serve no more than three (3) consecutive terms (six (6) years). They may be subsequently re-appointed after at lease one (1) year’s absence from the committee. The time served on the committee by an officer or member of the State Controller’s Advisory Committee - County Accounting Procedures is not considered when applying the provisions of maximum or consecutive terms.

The Chairperson of the Accounting Standards and Procedures Committee shall be appointed by the President of the Association, for a one (1) year term. The appointment shall be made in April of each year. The President of the Association shall also appoint a Vice-Chairperson of the Accounting Standards and Procedures Committee. Vacancies on the Accounting Standards and Procedures Committee will be filled by appointment of the President, in consultation with the area Chairperson (if appropriate), prior to the next scheduled meeting if possible. The appointee will complete the unexpired term, and this will not be counted as part of the maximum or consecutive provisions. 

SUB-COMMITTEES

The Accounting Standards and Procedures Committee is granted authority to establish sub-committees to assist it as it deems necessary to accomplish its goals. 

DUTIES

The Accounting Standards and Procedures Committee goals are:

1. To promulgate guidelines relative to Accounting and Fiscal Processes and Practices for use by the County Auditors, Controllers and County Financial Officers of the State of California.

2. To foster and promote uniformity among Counties on the accounting utilization of Generally Accepted Accounting Principles as they relate to California Counties.

3. To promote co-operation and coordinate in the application of fiscal processes and practices between the State Association of County Auditors and the State Controller’s Office.

The Committee will be proactive in accomplishing its duties and will keep the Association’s membership informed of the positions taken with respect to accounting and financial matters being considered which will be reflected in the policies and procedures of the Committee, and are to be made part of the official records of the Association.

The Accounting Standards and Procedures Committee shall, on behalf of the Association, take appropriate action to implement the recommendations and actions of the Committee which may include attending hearings of the Government Accounting Standards Board, the Legislature and other appropriate bodies. It may also include communicating the official position of the Association in writing or orally to members of the GASB, the Legislature, the State Controller or other parties as necessary.

* Notes: Quorum is covered in Article VIII. Add to Article IX, Paragraph #1: "And the Accounting Standards and Procedures Committee which shall be set forth in Section F, Accounting Standards and Procedures Committee."