Section 1400.50  Organization and Compensation of the Board of Examiners

a)         The Board shall annually elect a Chair and a Vice-Chair as officers of the Board, to serve a one year term from August 1 through July 31 of the following year, as follows:

1)         On or before August 1 of each year, Board members who have been duly appointed pursuant to Section 2 of the Act to serve during the subsequent year will meet to elect from among the Board members a Chair and Vice-Chair.

2)         The nominating committee created under subsection (c)(3) of this Section shall propose one nominee for Chair and one nominee for Vice-Chair.  The recommendations of the nominating committee shall be forwarded to each member by June 1 of each year.

3)         Nominations in addition to those made by the nominating committee may be made by any three Board members at or before the meeting at which the officers shall be elected.

4)         The only order of business at the meeting shall be the election of the Chair and Vice-Chair.  The meeting shall be presided over by the previous year's Chair, or such other Board member as the Board may agree upon.

5)         If only one person is nominated for an office, election may be by voice vote.  If more than one person is nominated, election shall be by secret ballot.  In order to be elected Chair or Vice-Chair, a Board member must receive no fewer than five votes.

b)         Duties of Chair, Vice-Chair and Board Members; Removal

1)         The Chair shall preside at and prepare an agenda for all Board meetings. The Chair will make appointments as indicated in subsection (c) of this Section and shall supervise the activities of the Executive Director in accordance with the Board directives and policy.

2)         The Vice-Chair shall preside at Board meetings in the absence of the Chair, shall serve as Chair during any term of disability of the Chair, and shall serve the remainder of the term in the event of the death, resignation or removal of the Chair.

3)         Board members are expected to attend all Board meetings and to accept assignment by the Board Chair to and attend all meetings of Board Committees.

4)         The Chair or Vice-Chair of the Board may be removed from his or her position as an officer of the Board by the affirmative vote of six Board members at any regular Board meeting or at any special Board meeting called for that purpose.  Not less than 15 days written notice shall be given to each Board member of the intent to call for a vote to remove the Chair or Vice-Chair from his/her office.

5)         Any Board member who misses three consecutive Board meetings, or four or more consecutive Board and/or Board Committee meetings, without an excuse reasonably acceptable to the Chair, shall be subject to removal by the Chair.  The Chair shall accept as an excuse such reasons as illness of the Board member, serious illness or death of a family member, unavoidable conflict with other professional commitments, and other reasons which make it highly difficult for a Board member to fulfill his/her obligations.  A Board member's previous attendance record may be considered by the Chair in determining the reasonableness of an excuse offered by the Board member.  Any Board member removed by operation of this subsection (b)(5), or whose excuse for failure to attend a Board meeting or Board committee meeting is not reasonably accepted by the Chair, may appeal to the full Board.  In the event of such an appeal, in order to uphold the Chair's determination and/or removal of a Board member, the Board must affirm the determination or removal by an affirmative vote of five Board members, of which the Chair may be one.

c)         The Chair shall appoint the following committees:

1)         An Administrative Committee, composed of three members, one of whom shall be appointed Chair of the Committee by the Chair of the Board.  The function of the Administrative Committee is to review and make recommendations to the Board for changes in the Board rules and policies as may be appropriate or necessary.  The Committee shall undertake additional responsibilities as delegated by the Board or the Board Chair.

2)         A Finance Committee, composed of the Chair or Vice-Chair of the Board, and such additional members as the Board or Board Chair may determine.  The Board Chair or Vice-Chair shall serve as Chair of the Finance Committee.  The function of the Finance Committee is to prepare and recommend a budget for Board approval, to make such recommendations for adjustment of fees as it deems necessary or appropriate, and to maintain oversight of the financial operations of the Board, the Board's budget, applicable laws and regulations relating to financial issues, and any accounting procedures adopted by the Board.

3)         A Nominating Committee, composed of the immediate past Chair, two members of the current Board and two former members of the Board.  The function of the Nominating Committee shall be to nominate members to the Board to fill vacancies on the Board and to nominate officers for the Board as set forth in subsection (a)(2) of this Section.  The Nominating Committee shall prepare its recommendations by April 1 of each year for nominations to fill the terms of Board members whose terms expire July 31 of that year.  The Nominating Committee shall also meet at such other times as may be necessary to make nominations to fill positions that have been vacated due to the death, resignation or removal of a Board member.  In carrying out its duties to nominate individuals to the Board, the Nominating Committee shall give preference to current Board members who are eligible for an additional term, unless the individual has requested that he/she not be reappointed.  To avoid conflicts of interest and the appearance of conflicts of interest, before any person is nominated to the Board, he or she shall agree that from the time of appointment to the Board and for one year following termination of his or her Board service, the nominee will not participate in any capacity or have any interest in a CPA examination coaching or review course of any kind, and will not engage in any capacity or enter into any relationship that might involve or reasonably appear to others to involve a conflict of interest with his or her position as a Board member.  The Nominating Committee will also consider recommendations from past Board members and the professional associations of certified public accountants in developing its recommendations.  The Nominating Committee shall nominate only that number of individuals as are needed to fill vacancies on the Board.  The Nominating Committee shall forward its nominations to the Governor of Illinois.

4)         A Candidacy Committee, composed of three or more members, one of whom shall be appointed Chair of the Committee by the Chair of the Board.  The function of the Candidacy Committee will be to review questions that arise regarding qualifications of applicants for examination and requests from applicants for a waiver or deferral under Section 2 of the Act, or for other relief under the Americans With Disabilities Act (42 USC 12101) or similar laws, and determine the disposition of such petitions, subject to appeal pursuant to Section 1400.80 of this Part.  The Candidacy Committee shall also make such recommendations to the Board for promulgation of rules or policies with regard to petitions for waiver or deferral under Section 2 of the Act, or under the Americans With Disabilities Act or similar laws, as it deems appropriate.

5)         A State Liaison to provide liaison between the Board and such other professional associations of certified public accountants as the Board shall deem appropriate regarding current issues in the accounting profession.

6)         Such other committees as the Chair or Board shall deem to be necessary to carry out the duties and responsibilities of the Board.

7)         Except as may be specifically authorized by the Board or by these regulations, the actions of any Committee shall be advisory only and are subject to approval or rejection by the Board.

d)         Board and Committee Meetings

1)         Board meetings shall be at such times, dates and places as may be determined by:

A)        the Board, which shall at its meeting at which officers are elected, establish dates for the following year at which regular meetings of the Board shall take place;

B)        call of the Board Chair, a notice of which shall be communicated to all Board members not less than 15 days prior to the date of the meeting, except as provided in subsection (d)(1)(D), and which notice shall specify the subject or subjects to be discussed;

C)        call of any three Board members, a notice of which shall be communicated to all Board members not less than 15 days prior to the date of the meeting, except as provided for in subsection (d)(1)(D), and which notice shall specify the Board members calling for such meeting and the subject or subjects to be discussed; or

D)        on an emergency basis by the Chair or any three Board members, on less than 15 days notice, in which case notice shall be given not less than 48 hours before the meeting and shall specify the Board members calling for such meeting and the specific subject or subjects to be discussed and the emergency which is the basis for calling a meeting under the provisions of this subsection (d)(1)(D).

2)         For the purpose of notice required by subsection (d)(1)(D), such notice may be waived by unanimous consent of all Board members, reflected by a written statement signed by all Board members and placed in the official minutes of the meeting.

3)         Committee meetings may be called by the Board Chair, the Committee Chair, or by a majority of the members of any Committee.  Notice of the time, date and place of a Committee meeting, and the subjects to be discussed, shall be communicated to all Committee members and the Chair of the Board not less than 15 days prior to the date of the meeting.  Notice may be waived by unanimous consent of all Committee members, which shall be reflected by a written statement signed by all Committee members and placed in the  official minutes of the meeting.

4)         Any actions taken at a meeting for which notice fails to comply with the notice requirements of this Section shall be void and of no effect.

5)         A quorum of the Board necessary to conduct the business of the Board shall be six members.  Action of the Board, except as specified in subsection (a)(5) of this Section, shall be by a majority vote of those present at the Board meeting.

6)         A quorum of any Board Committee shall be a majority of the members appointed to the Committee.  Committee action shall be by a majority of Committee members present, except as may be specified by the Board Chair or Committee Chair in the case of delegation of specific Board authority to a Committee.

7)         At all Board and Committee meetings except hearings conducted under the provisions of Section 1400.80 of this Part, any Board member may designate another Board member to vote as his or her proxy on his or her behalf on any issue before the Board.  To be valid, such designation must be in writing and signed by the Board member so designating, and shall clearly set forth the extent of the grant of authority, the specific issue or issues to which the grant of authority applies, and any limits or restrictions to which the grant of authority is subject to.  The Board member receiving the proxy authority may, if present, exercise any or all authority granted under the terms of the proxy or may choose to decline exercise of all or any portion of such authority.

8)         For purposes of this Part, any Board member will be considered present at any meeting of the Board or Board committee, except hearings conducted under the provisions of Section 1400.80 of this Part, if he or she is physically present, has given his or her valid proxy to a Board member who is otherwise present, or takes part in the meeting and deliberations by teleconference and/or video conference.

9)         Compliance with the Open Meetings Act [5 ILCS 120].  The Executive Director shall publish notice of all meetings of the Board and Board Committees by posting a notice and agenda thereof at the Board Office.

e)         Members of the Board of Examiners shall be reimbursed for travel in accordance with the Governor's Travel Control Board Rules (80 Ill. Adm. Code 2800) and the Travel Regulation Rules (80 Ill. Adm. Code 3000).

(Source:  Amended at 29 Ill. Reg. 19524, effective November 21, 2005)