Article I: Membership
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| Section 1. |
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Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey,
New York, Pennsylvania, Rhode Island, Vermont, New York City, the City of Philadelphia, and
Washington, D.C., shall be members and be represented by the Tax Commissioner, or Director, or
the principal tax official (hereinafter collectively referred to as "Commissioners"), or the
Commissioner's designee, responsible for the administration of the tax laws. Each member shall
be entitled to one vote; provided, however, that only the principal tax official of a member
jurisdiction shall be permitted to vote unless he or she shall have appointed a designee by
written declaration addressed to the President.
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| Section 2. |
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Annual dues, if any, shall be as provided, from time to time, by majority vote of the
members.
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Article II: Annual Conference
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| Section 1. |
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An annual conference on taxation and related matters shall be held under the auspices of the
corporation, at such time as the Executive Committee may determine. The program for such conference
shall be arranged by the Executive Committee.
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| Section 2. |
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The annual conference shall be at a location determined by the President, unless the members
shall disapprove such location by vote of two-thirds of the members present and voting.
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Article III: Meetings
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| Section 1. |
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The annual meeting of the corporation shall be held in connection with the annual conference.
The time and place of such meeting shall be given to members by mailing notice thereof to each
member at least twenty days prior to the meeting.
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| Section 2. |
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Special meetings of the corporation may be held at any time and place, under such circumstances
as may be warranted, when called by a majority of the members or the President. Notice of the time
and place of any special meeting shall be given by mailing such notice to each member at least seven
days prior to the meeting. The notice of any special meeting shall specify the purpose or purposes
for which the meeting is called, and no business shall be transacted at such meeting other than that
specified in the notice.
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| Section 3. |
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At any meeting a majority of the membership shall constitute a quorum for the transaction of
business.
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Article IV: Officers and Committees
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| Section 1. |
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The officers of the corporation shall be a President, a First Vice President, a Second
Vice-President, a Secretary, and a Treasurer.
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| Section 2. |
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There shall be an Executive Committee which shall consist of the officers of the
corporation.
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| Section 3. |
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The Secretary and the Treasurer may be the same person.
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| Section 4. |
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The officers shall be elected annually, at the annual meeting, by the members of the corporation.
Their terms of office shall begin at adjournment of the annual meeting except in the case of an
election to fill a vacancy caused by resignation or death, in which event, the term of office shall
begin upon election. Pending such election, the President may appoint a Commissioner to serve as an
interim officer. Such officers and interim officers shall hold office until the terms of office of
their successors begin.
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| Section 5. |
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The Executive Committee may make provision, not inconsistent with the articles of incorporation,
for reasonable compensation for services rendered by the Secretary and Treasurer and such positions
as may be created from time to time by the Executive Committee.
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| Section 6. |
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There shall be a Nominating Committee appointed by the President, consisting of the principal
tax official or designee of the foregoing officials, in five member jurisdictions. The Nominating
Committee shall submit nominations for the office of President, First Vice President, Second
Vice-President, Secretary and Treasurer by notice at least twenty days prior to the annual business
meeting of the corporation. Other nominations may be made by a member from the floor.
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| Section 7. |
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Any provision of this Article may be suspended by a vote of three-fourths of the
membership.
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Article V: Duties of Officers and Executive Committee
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| Section 1. |
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The Executive Committee shall manage the affairs of the corporation, subject to the provisions
of the articles of incorporation or amendments thereof and the provisions of these by laws. Meetings
of the Executive Committee shall be held at such times as a majority of the Executive Committee may
determine or at the call of the President. At such meetings a majority of the members of the
Executive Committee shall constitute a quorum. By order of the President, emergency matters may be
submitted to the members of the Executive Committee to be voted on by mail ballot, by telephone or
by electronic means with the same force and effect as if voted upon in meetings of the Executive
Committee.
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| Section 2. |
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The President, subject to disapproval by a majority of the members of the Executive Committee,
shall have power to appoint standing committees and prescribe their duties.
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| Section 3. |
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The Executive Committee shall have the power to appoint special committees and prescribe their
duties, except that such special committees shall, to the extent possible, operate as a committee
of and report through a standing committee.
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| Section 4. |
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The Executive Committee shall have full power and authority in the interval between meetings of
the corporation, to do all acts and perform all functions which the corporation itself might do or
perform, except that it shall not have the power to amend the articles of incorporation or the by
laws.
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| Section 5. |
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The Executive Committee may authorize the President, or in his or her absence or inability to act,
the First Vice President, the Second Vice-President, the Secretary or the Treasurer to exercise all
the powers and functions of the Committee, with respect to matters and things arising in the routine
management of the corporation requiring the formal action of the officers, during the interval between
the meetings of the Executive Committee.
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| Section 6. |
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The President shall be the chief executive officer of the corporation and of the Executive
Committee, and shall perform such other duties as the Executive Committee shall prescribe. In the
case of absence or inability to act of the President, the duties of the office shall be performed by
the First Vice President, and in the absence or inability of the First Vice President to act, by such
member of the Executive Committee as the Executive Committee may designate for the purpose.
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| Section 7. |
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The Secretary shall keep a complete roll of all the members and shall keep a record of the
proceedings of all meetings of the corporation and all other matters of which a record shall be
ordered by the corporation.
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| Section 8. |
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The Treasurer shall have care and custody of all funds and property of the corporation and shall
disburse all monies subject to such directions as the Executive Committee shall prescribe. He or she
shall perform all the acts incident to the position of treasurer and may, in the discretion of the
Executive Committee, be required to give an appropriate bond with surety, at the expense of the
corporation. The Treasurer shall make a report at the annual meeting of all the financial transactions
of the corporation for the past year.
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Article VI: Amendments
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| Section 1. |
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These by laws may be amended at any annual or special meeting of the corporation by a three-fourths
vote of all members present, provided the full text of the proposed amendment shall have been
submitted to the members by mailing the same to each member at least seven days prior to the
meeting. Upon consideration of any proposed amendments, any additional amendments may be offered
and voted upon at the same meeting.
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¹ As amended by unanimous vote of the members attending, September 9, 2002.
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