FTA Bylaws - Amended June 24, 2022ARTICLE I . NAME AND PURPOSESection 1. The name of this organization shall be the Federation of Tax Administrators, and its membership shall be determined under these bylaws as set forth in Article II. Section 2. The object and purpose of this organization shall be to improve the techniques of tax administrators and the work of their profession, and to advance the standards of tax administration. To the attainment of these ends the Federation shall establish a clearinghouse for the interchange of information on administrative practices, and such other information as shall be desired. It shall undertake research into the tax and administrative problems confronting the various groups composing its membership. It shall promote contacts among its members by the publication or dissemination of news and information, and by the holding of conferences, regional and district meetings, as it shall deem wise. The Federation shall undertake such services and activities as in its opinion shall promote the welfare and advance the general objectives of the Federation. The Federation is not organized for pecuniary profit. The works of the Federation including but not limited to any information, research, publications, or other intellectual property created by the Federation or its employees on behalf of the Federation shall inure only to members, and not to any private person. The Board of Trustees is authorized to take any actions as may be necessary from time to time to ensure that the works created by the Federation or its employees on behalf of the Federation shall be owned, jointly and severally, by the members, including the execution of any written assignment of the rights held by the Federation in any works created by the organization. The Federation shall promote comity among its members in taxation; afford an opportunity to the members for freedom of discussion on tax and related matters; interchange ideas on problems of administration; assemble information pertaining to the various types of tax laws as well as administrative methods; disseminate such information as may be of benefit to the members in order to develop a coordinated administrative activity; strive for equalization of the tax burden and for simplicity and uniformity in administration; and study and give consideration to such federal, state, local and international tax legislation as will tend to eliminate difficulties of enforcement. ARTICLE II . MEMBERSHIPSection 1. Membership in the Federation shall be confined to the several states; the District of Columbia; the United States and its possessions; and any city in the several states which applies for membership and is accepted by the Federation, has a population of 1.5 million or more, and administers a general sales or personal income tax as a revenue source. The head of the tax or revenue department, by whatever name called, or his or her designated representative shall be the representative of that state or member jurisdiction for purposes of conducting the official business of the Federation. Political subdivisions of the states approved by the Board shall be eligible for associate membership. Membership fees shall be as established by the Board of Trustees of the Federation of Tax Administrators. Membership in the Federation is not extended to the private sector. Section 2. Membership in the Federation shall be granted by the Board based upon the membership requirements in Article II, Section 1. ARTICLE III. BOARD OF TRUSTEES AND OFFICERSSection 1. Control and supervision of the affairs and policies of the Federation shall be vested in a Board of Trustees. The Board shall consist of eighteen voting members as follows: The president, the first vice-president, the second vice-president., the secretary, twelve elected members representative of four geographical regions as designated by the Board, the head of the tax or revenue agency representing the largest jurisdiction among the membership of the organization expressing a desire to serve on the Board, and the most immediate past president holding office as a tax administrator without interruption. The elected members shall be elected by the membership for two-year terms. Each designated region, to the extent possible, shall be represented by at least four members of the Board. At least one of the members from each region shall be the head of the tax or revenue agency, by whatever name called, in one of the three largest jurisdictions in such region. In the event it is determined according to procedures established by the Board that none of the heads of tax or revenue agencies in the three largest jurisdictions within a region wishes to serve on the Board, or if one of the largest three jurisdictions within a region serves on the board by virtue of representing the largest jurisdiction among the membership, then all four members from a region may be from other than the largest three jurisdictions. The Commissioner of Internal Revenue Service, or the Commissioner’s designee, shall serve as an ex-officio member without a vote. (a) For purposes of this Section, the phrase “largest jurisdiction” and the phrase “order of size” shall be determined according to the amount of dues which shall have most recently been approved by the Board. (b) For purposes of this Section, the “largest jurisdiction among the membership of the organization expressing a desire to serve on the Board” shall be determined by the exercise of a right of first refusal, according to procedures established by the Board, commencing with the largest jurisdiction among the membership not otherwise represented on the Board. In the event the largest jurisdiction shall not desire to serve on the Board, then such right shall be extended to the next largest jurisdictions not otherwise represented on the Board in descending order of size, until such right shall be exercised. (c) For purposes of this Section, the “head of the tax or revenue agency” shall mean, in the case of any jurisdiction having more than one agency charged with administering general sales and personal and corporate income taxes, the head of either agency. The provisions in subsection (a) to the effect that “at least” one member of the four in each region must be from one of the three largest jurisdictions in the region is intended to be taken literally. There is no bar to more than one member being from one of the three such jurisdictions. Section 2. The officers of the Federation shall be a president, a first vice-president, a second vice-president, and a secretary. The officers shall be elected annually by the membership and shall hold office until their successors are selected. The president shall be the chief executive officer of the Federation, shall preside over all meetings of the Federation, of the Board and of the Executive Committee, shall appoint such other committees as may be necessary and act as an ex officio member of each such committee, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. The first vice-president shall perform the duties of the president in the event the president is unable to perform them by reason of illness, absence or any cause. Section 3. Vacancies. Any vacancy in the Board may be filled by the vote of a majority of the Board members then in office and the person so elected shall serve for the unexpired term of the vacated seat. A vacancy in the office of president shall be filled by the first vice-president, who shall serve as president until the next election of officers. A vacancy in any other office may be filled by a vote of the Board at any meeting of the Board. The individual so elected shall hold office until the next Annual Meeting of the Board and until a successor is selected. Section 4. The presence of a majority of the voting members of the Board shall constitute a quorum for the transaction of the Board’s business.
ARTICLE IV.POWERS AND DUTIES OF BOARD OF TRUSTEES, OFFICERS, EXECUTIVE COMMITTEE AND STANDING COMMITTEES
Section 1. The powers and duties of the Board of Trustees shall be as follows:
Section 2. The Executive Committee shall be composed of five members of the Board as follows: The president, the first vice-president, the second vice-president, the secretary and the immediate past president. The Executive Committee shall have such duties and powers as conferred upon it by the Board. Section 3. The president shall appoint at each annual meeting a Committee on Nominations consisting of five members, with one member representing each region and one member representing one of the ten largest dues paying states. The ten largest dues paying states shall be based on dues assessed most recently by the Board. The Committee on Nominations shall recommend candidates to fill unexpired terms pursuant to Article III, Section 3, and shall recommend candidates for election at the annual meeting. Section 4. Executive Director. The executive director shall exercise general supervision over the affairs of the Federation. Subject to any directions given by the Board and within its policies, the executive director shall hire, promote, supervise, discharge, and fix the duties of members of the Federation staff. The executive director shall exercise such other duties and responsibilities as are conferred elsewhere in these bylaws or by action of the Board. During any time when the Federation does not have an executive director, the president may act as such on a temporary basis or may select an acting executive director. Section 5. All meetings of the Board, the Executive Committee, any other committee or any special or regional meetings of the membership may be attended in person, by telephone or other similar electronic means.
ARTICLE V. ANNUAL MEETINGSection 1. An annual meeting of the membership shall be held at such time and place as the Board shall determine, but the members are encouraged to suggest time and places of the annual meeting. Notice of the Annual Meeting shall be provided to the members at least 30 days in advance. Section 2. Voting in the Federation shall be by members and each member represented at a meeting shall have one vote to be cast by the head of its tax or revenue department or his/her designated representative. If two or more departments in one jurisdiction are members, each may claim the privilege of casting a fractional vote. Section 3. Prior to the Annual Meeting, the Resolutions Committee shall hold at least one meeting where any member of the Federation who wishes to discuss any resolution duly presented to said committee will have an opportunity to do so, and the date and location of this meeting shall be announced to the membership in advance of the meeting. No resolution shall be considered by the Federation unless it has been discussed at the Resolutions Committee meeting or has been the subject of a resolution adopted by some previous meeting. Copies of all resolutions to be considered by the Federation must be distributed to the membership 24 hours in advance of the scheduled time of voting. A portion of the business session at each Annual Meeting shall be devoted to the consideration of the report of the Committee on Resolutions. The report of this committee, as adopted by a majority of those present and voting, shall be the Federation’s official expression of opinion. Notwithstanding the above provisions, the Board may establish a procedure to adopt resolutions, subject to notification of all members of the proposed resolution, and an affirmative vote of the majority of members. Section 4. The call for the meeting at the place selected, address of welcome and response to the same, accommodations for delegates, all necessary preliminary details for each meeting, and the program of papers and discussions shall be arranged for the meeting by the Board.
ARTICLE VI - SPECIAL OR REGIONAL MEETINGSSection 1. Special or regional meetings of the Federation may be held at any time or place, when called by the Board. Section 2. A majority of all members attending any annual, special or regional meeting of the Federation shall constitute a quorum for the transaction of business.
ARTICLE VII - AMENDMENTSThese bylaws or any part thereof may be amended, repealed, or replaced by other bylaws by a two-thirds vote of those members present at the Annual Meeting of the Federation or of a special meeting called for that purpose. Notice of a proposed amendment, repeal or replacement of the bylaws shall be sent to the membership at least sixty days prior to the meeting at which it is to be considered. However, the requirement that a proposed amendment to the bylaws be sent to the membership at least sixty days prior to an Annual Meeting at which it is to be considered may be waived by two-thirds vote of the membership present at the Annual Meeting of the Federation.
ARTICLE VIII. REGIONAL ASSOCIATIONSRegional associations, by application, may be allowed to affiliate with the Federation, provided that they accept standards of conduct consistent with those of the Federation. ARTICLE IX. PARLIAMENTARY AUTHORITYExcept where inconsistent with the provisions of these bylaws, the current edition of Roberts Rules of Order shall be the parliamentary authority for all meetings of the Federation.
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