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BYLAWS OF THE

COUNCIL ON STATE TAXATION (COST)
 

As adopted by the Board of Directors, November 6, 2001

Amended October 24, 2002

Amended October 18, 2011

Amended April 21, 2015
 

A Virginia nonstock corporation 

BYLAWS 

OF THE 

COUNCIL ON STATE TAXATION 

ARTICLE I

Offices 

Section 1.        Registered Office.  The registered office of the Corporation in the Commonwealth of Virginia shall be 5511 Staples Mill Road, Richmond, Virginia 23228, in the County of Henrico.
 

Section 2.        Other Offices.  The Corporation shall also have and maintain an executive office or principal place of business at such place, within or without the Commonwealth of Virginia, and such other offices, as the Board of Directors may from time to time determine or the business of the Corporation may from time to time require.

ARTICLE II

M
embership


Section 1
.        Eligibility and Renewal - Any business entity, including but not limited to C or S Corporations, general or limited partnerships, Limited Liability Companies or Partnerships and joint ventures, which is not primarily engaged in one or more of the following disqualifying activities: (1) the business of preparing tax returns for corporate taxpayers, (2) advising and/or consulting for profit in any aspect of corporate taxes, or (3) the selling for profit of tax related services to corporate clients; shall be eligible for membership, upon approval for admission by the Board of Directors of the Corporation.   To the extent a business entity does not satisfy the membership eligibility requirements because it is primarily engaged in one or more disqualifying activities; the Board of Directors, in its sole discretion, may accept an application for membership that will allow the internal tax department of the entity to participate in Corporation activities, provided the entity appropriately isolates the internal tax department from the disqualifying activity. 

Membership shall be by majority vote of the Board of Directors of the Corporation who shall have the right to refuse and/or accept any application for membership for any reason it shall deem sufficient.

Section 2.        Voting Members.  The voting members of the Corporation shall be those business entities, located or doing business in the United States of America who meet the conditions of membership (including payment of dues or fees) and are from time to time admitted to membership by a majority vote of the Board of Directors.  Upon admission to membership each member shall have one vote.

The Board of Directors may, from time to time, establish the dues, fees, or other conditions for voting membership in the Corporation.

Section 3.        Associate Members.  Each active member of the Board of Directors may nominate any organization whose purposes and objectives are similar to those of the Corporation.  Such organizations include, but are not limited to, each active member of that certain organization of the Council of State Chambers of Commerce.   Upon approval of the Board of Directors such nominee will be designated an associate member of the Corporation.

The Board of Directors may establish the dues, fees, or other conditions for associate members.  Associate members shall not have any of the rights of members set forth in these Bylaws, including but not limited to voting rights, unless the Bylaws specifically provide otherwise.

Section 4.        Termination of Memberships.  The membership of any member shall terminate upon the occurrence of any of the following events:
(a)        The tender of a written resignation of the member to the Secretary.
(b)       The failure of the member to pay dues within 180 days of when due.
(c)        The vote of seventy‑five percent (75%) of the members of the Board of Directors. 


The Executive Director may suspend the termination of a membership for failure to pay dues upon written confirmation from the member that the dues will be paid in full.  Termination of a membership shall not relieve the member from any obligation for charges incurred, services or benefits actually received, dues, assessments, or fees for which the member is obligated to the Corporation.

Section 5.        Transfer of Memberships.  No member may transfer its membership or any membership right.  All rights of membership cease on the member's dissolution.
 

Section 6.        Place of Meetings.  Meetings of the members of the Corporation shall be held at such place, either within or without the Commonwealth of Virginia, as may be designated from time to time by the Chair of the Board.
 

Section 7.        Annual Meetings.  The annual meetings of the members of the Corporation for the purpose of election of directors and for the transaction of such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Chair of the Board.
 

Section 8.        Special Meetings.  Special meetings of the members of the Corporation may only be called, for any purpose or purposes, by the Chair of the Board.
 

Section 9.        Notice of Meetings.

(a)        Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of members, specifying the place, date and hour and purpose or purposes of the meeting, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each member entitled to vote thereat, directed to its address as it appears upon the books of the Corporation; except that where the matter to be acted on is an amendment of the Articles of Incorporation, a plan of merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets or a dissolution of the Corporation, such notice shall be given not less than twenty-five (25) nor more than sixty (60) days prior to such meeting.

(b)       When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty (30) days, or unless a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.

(c)        Notice of the time, place and purpose of any meeting of members may be waived in writing, either before or after such meeting, and to the extent permitted by law, will be waived by any member by its attendance thereat, unless such member provides the Secretary with a written protest prior to the taking of any action at the meeting.  Any member so waiving notice of a meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.
 

Section 10.      Conduct of Meetings.

(a)        At all meetings of members, except where otherwise provided by law or the Articles of Incorporation, the presence, in person, of one tenth of the members entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of members may be adjourned, from time to time, by vote of the holders or a majority of the voting power of the shares represented thereat, but no other business shall be transacted at such meeting.  At such adjourned meeting at which a quorum is present or represented any business may be transacted which might have been transacted at the original meeting.  The members present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

(b)        Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the Corporation.

(c)        The Chair of the Board or, in her/his absence, the Vice-Chair of the Board or, in his/her absence, the Treasurer, shall preside at any members' meeting.

Section 11.      Voting Rights.
 

(a)        Except as otherwise provided by law, only members entitled to vote whose names stand on the membership records of the Corporation on the record date for determining the members entitled to vote at a meeting shall be entitled to vote at such meeting.  The record date shall be fixed by the Board of Directors, and shall be a date after the action of the Board of Directors fixing the date, which date shall not be more than seventy (70) days before the meeting or action requiring a determination of members.

(b)        Each voting member shall be entitled to one vote on any matter submitted to a vote of voting members.  Said vote, whether at a meeting of members or by unanimous written consent, shall be cast only by the person designated by the member as its "Designated Representative".  Said designation shall be made in writing by United States mail or express delivery, by facsimile, by e-mail or another electronic method, or in person by the member to the Secretary prior to the taking of any vote with respect to which said person shall act as Designated Representative.  Said person shall remain the Designated Representative until the identity of his/her successor is provided by the member's written notice to the Secretary.  

(c)        All votes shall be cast in person. 

Section 12.      Action Without Meeting.  Unless otherwise provided in the Articles of Incorporation, any action required by statute to be taken at any annual or special meeting of members of the Corporation, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by all of the members entitled to vote on the action.  To be effective, a written consent must be delivered to the Corporation by delivery to its registered office in Virginia, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of members are recorded.  Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.  Every written consent shall bear the date of signature of each member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section to the Corporation, written consents signed by all members are delivered to the Corporation in accordance with this Section.

Section 13.      Member Representatives.  Except as otherwise authorized by the Board, voting members and associate members may be represented at meetings of the Corporation only by staff employees of such voting member or associate member.

 
                                    ARTICLE III
 

                                     Directors

Section 1.        Number and Term of Office.  The Board of Directors shall be constituted as specified in the Articles of Incorporation.

Section 2.        Powers.  The powers of the Corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors.

Section 3.        Vacancies.  Vacancies on the Board of Directors shall be filled by the majority vote of the Board of Directors based upon the recommendation of the Nominating Committee of a candidate or candidates to fill such vacancy.

Section 4.        Resignations and Removals.  Any Director may resign at any time by delivering her/his written resignation to the Secretary, such resignation shall specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made it shall be deemed effective at the pleasure of the Board of Directors. A Director shall be subject to removal, with or without cause, by a two-thirds majority vote of the entire Board.  A Director shall be automatically removed from the Board ninety (90) days after the Director is no longer employed by a voting member.

Section 5.        Meetings.

(a)        Regular meetings of the Board of Directors shall be held at times and places to be fixed by the Chair of the Board.
(b)       Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the principal office of the Corporation.  Regular meetings of the Board of Directors may also be held, without notice, at any place within or without the Commonwealth of Virginia which has been designated in advance by resolutions of the Corporation's Chair.
(c)        Special meetings of the Board of Directors may be held at any time and place within or without the Commonwealth of Virginia whenever called by the Chair of the Board or upon written request by a majority of the Board of Directors.
(d)       Notice, either written or oral, of the time and place of special meetings of the Board of Directors shall be provided to each director at least five (5) business days before the start of the meeting.  Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, unless such director provides the Chair of the Board with a written protest prior to the taking of any action at the meeting.
(e)        The Chair of the Board shall preside at any meeting of the Board of Directors, or in the Chair’s absence, the Vice-Chair of the Board shall preside at such meeting..

Section 6.        Quorum and Voting.

(a)        A quorum of the Board of Directors shall consist of one‑half of the members of the Board of Directors in office immediately before the meeting begins; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.
(b)       At each meeting of the Board at which a quorum is present all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.
(c)        The transaction of any business at a meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though conducted at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(d)       Each director shall be entitled to one vote on any matter properly before the entire Board for a vote. 

Section 7.        Action Without Meeting.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a majority of the members of the Board or of such committee, as the case may be, consent thereto.

Section 8.        Fees and Compensation.  Directors shall not receive any salary for their services as Directors. 

 
                                                        ARTICLE IV

                                              Committees of the Corporation

Section 1
.        Committees of the Board of Directors.  The Corporation shall maintain the following four (4) Standing Committees which shall be Committees of the Board of Directors, and the Board of Directors may by resolution set goals for the Standing Committees, establish other committees or task forces of the Board of Directors or eliminate any Standing Committee, other committee or task force of the Board of Directors.  Each Director shall participate on at least one Standing Committee each year.

(a)   The Corporation shall maintain a Planning Committee, which shall be a committee of the Board of Directors and shall be chaired by the Chair of the Board.  The Planning Committee shall evaluate the Corporation’s mission and priorities, consider the resources available to achieve the mission and priorities and make recommendations to the Board of Directors regarding same.   Membership of the Planning Committee shall be comprised in accordance with a process established by the Standing Committee chairs.

(b)   The Corporation shall maintain a Nominating Committee, which shall be a committee of the Board of Directors and chaired by the Vice-Chair of the Board of Directors. The Nominating Committee shall, subject to the approval of the Board of Directors, establish, review and maintain criteria by which persons will be evaluated for a position on the Board of Directors, and by which Directors will be evaluated for positions as Officers.    The Nominating Committee shall recommend to the Board of Directors in advance of each annual meeting a slate of candidates for Directors and Officers.  Membership of the Nominating Committee shall be comprised in accordance with a process established by the Standing Committee chairs.

(c)   The Corporation shall maintain a Finance Committee, which shall be a committee of the Board of Directors and shall be chaired by the Treasurer.  The Finance Committee shall review and recommend for approval the Corporation’s annual budget to the Board of Directors, review and communicate to the Board of Directors regarding the Corporation’s independent audit, and provide oversight with respect to other significant investment and financial matters of the Corporation. Membership of the Finance Committee shall be comprised in accordance with a process established by the Standing Committee chairs.

(d)   The Corporation shall maintain a Membership Committee, which shall be a committee of the Board of Directors and shall be chaired by the Secretary. The Membership Committee shall evaluate membership needs; facilitate membership recruitment, retention, and communication with members; and make recommendations to the Board of Directors regarding membership.   Membership of the Membership Committee shall be comprised in accordance with a process established by the Standing Committee chairs. 

Section 2
Advisory Committees.  The Corporation shall maintain Advisory Committees that shall be established and managed by the President/Executive Director of the Corporation as appropriate to assist the president/Executive Director in performing his or her duties.  Advisory Committees may not act on behalf of or otherwise bind or obligate the Corporation, the Board of Directors or any committee of the Board of Directors.  Membership of Advisory Committees is open to Directors and non-Directors alike.  An Advisory Committee Chair, Vice-Chair or Co-Chair may be appointed or removed with or without cause by the President/Executive Director.

                                                           ARTICLE V

                                                           Officers

Section 1.        Officers Designated.  The officers of the Corporation shall be a Chair of the Board of Directors, Vice-Chair of the Board of Directors, a President who shall also be known as the Executive Director, a Treasurer, and a Secretary.  Other than the President, the officers of the Corporation shall be elected from the existing Directors.

Section 2.        Tenure and Duties of Officers.

(a)        General:  All Officers, shall hold office at the pleasure of the Board of Directors in accordance with the Articles of Incorporation and these Bylaws and until their successors shall have been duly elected and qualified or until earlier removal or resignation.    Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the Corporation. Any Officer may be removed by a majority of the Board of Directors whenever in the Board’s judgment the best interests of the Corporation would be served thereby.  An Officer shall be automatically removed whenever the Officer resigns or is removed as a Director.

            The Officers may not:
                        (1)       Approve or recommend to members action required to be approved by members pursuant to the Virginia Nonstock Corporation Act or the Articles of Incorporation.
                        (2)       Fill vacancies on the Board of Directors or on any of its committees;
                        (3)       Amend the Corporation's Articles of Incorporation;
                        (4)       Adopt, amend, or repeal the Corporation's Bylaws;
                        (5)       Approve a plan of merger not requiring member approval;
                        (6)       Amend or repeal any resolution of the Board of Directors which by its terms may be amended or repealed by the Board of Directors:
                        (7)       Assume authority or perform acts set forth in these Bylaws or the Articles of Incorporation as the responsibility of the Board of Directors.

(b)       Duties of the Chair of the Board of Directors: The Chair of the Board of Directors shall preside at the meetings of the members and of the Board of Directors, and shall be the Chair of the Planning Committee of the Board of Directors.    The Chair of the Board, together with the President/Executive Director, shall represent publicly the Corporation, and the Chair of the Board shall advise the President/Executive Director regarding his or her general and active management of the business of the Corporation; provided, however, that any authority hereby granted to the Chair of the Board is limited by the authority granted to the President/Executive Director elsewhere in these Bylaws.   The Chair shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent of the Corporation.

(c)        Duties of the Vice-Chair of the Board of Directors: The Vice-Chair of the Board of Directors shall be the chair of the Nominating Committee of the Board of Directors and shall have the duties and responsibilities as delegated from time to time by the Chair of the Board of Directors or the Board of Directors.  As set forth in the Articles of Incorporation, in the event the position of the Chair of the Board becomes vacant, the Vice-Chair of the Board shall become the Chair of the Board for the remainder of the Chair’s term.  A vacancy left in the position of the Vice-Chair of the Board shall be filled by the majority vote of the Board of Directors based upon the recommendation by the Nominating Committee of a candidate or candidates to fill such vacancy.

(d)       Duties of the President/Executive Director: The President/Executive Director shall be responsible for the general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President/Executive Director shall, with the advice of the Chair of the Board, operate the day‑to‑day business activities of the Corporation and perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President/Executive Director shall attend all meetings of the members and of the Board of Directors.

(e)        Duties of the Secretary: The Secretary shall be the chair of the Membership Committee of the Board of Directors.  The Secretary shall attend all meetings of the members and of the Board of Directors and permanently record the proceedings of the meetings of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Corporation's Chair, under whose supervision she/he shall be.  The Secretary shall have custody of the corporate seal of the Corporation and shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by her/his signature.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by her/his signature.  The Secretary may from time to time delegate his/her record-keeping and notice giving duties to a person or persons deemed competent by the Secretary to carry out said duties provided the Chair of the Board does not object to such delegation. A vacancy left in the position of the Secretary of the Board shall be filled by the majority vote of the Board of Directors based upon the recommendation by the Nominating Committee of a candidate or candidates to fill such vacancy.

(f)        Duties of Treasurer: The Treasurer shall be the chair of the Finance Committee of the Board of Directors. The Treasurer shall render to the Chair and Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of the financial condition of the Corporation. A vacancy left in the position of the Treasurer of the Board shall be filled by the majority vote of the Board of Directors based upon the recommendation by the Nominating Committee of a candidate or candidates to fill such vacancy.
 

                                                                ARTICLE VI

                                            Execution of Corporate Instruments, and

                                           Voting of Securities Owned by the Corporation


Section 1
.        Execution of Corporate Instruments.

(a)        The Board of Directors may, in its discretion, determine the method and designate the signatory Officer or Officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the Corporation.

(b)       Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the Chair of the Board or by the President/Executive Director; such documents may also be executed by the Secretary or Treasurer.  All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

(c)        All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation, or in special accounts of the Corporation, shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Section 2.        Voting of Securities Owned by Corporation.  All stock and other securities of other corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chair of the Board or by the President/Executive Director.

                                                       ARTICLE VII


                                                     Corporate Seal

The corporate seal shall consist of a die bearing the name of the Corporation and the state and date of its incorporation.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                                      ARTICLE VIII

                                                     Miscellaneous

Section 1
.        Notices.  Whenever, under any provisions of these Bylaws, notice is required to be given to any member or director, such notice  may be given in writing via United States mail or express delivery, by facsimile, by e-mail, or in person,. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation, specifying the name and address of the names and addresses of the member or members, director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained.  All notices given by mail, as above provided, shall be deemed to have been given at the time of mailing and all notices given by telegram or confirmed telefacsimile shall be deemed to have been given at the sending time recorded by the telegraphs company transmitting the same or the time confirmed by the facsimile machine or the sender’s e-mail program.  It shall not be necessary that the same method of giving notice be employed in respect of all directors.  The period or limitation of time within which any member may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent her/him in the manner above provided, shall not be affected or extended in any manner by the failure of such a member or such director to receive such notice.  Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 2.        Amendments.  These Bylaws may be repealed, altered or amended or new Bylaws may be adopted by the Board of Directors to the extent permitted by Section 13.1-892 of the Virginia Nonstock Corporation Act.

Section 3.        Telephonic Attendance at Meetings.  Members and directors, respectively, shall be deemed for all purposes to be present in person at any meeting where, through the use of any means of communication including, but not limited to, the means of telephonic communication, all persons may simultaneously hear each other during the meeting.