GWSCPA ByLaws

GWSCPA Bylaws
(Amended May 24, 2004)

THE GREATER WASHINGTON SOCIETY OF CPAs BY-LAWS

ARTICLE  I

ORGANIZATION

Section 1. By virtue of the authority granted in and by Sub-Chapter II of Chapter XVIII of the Code of Laws for the District of Columbia under which the same has obtained its certificate of incorporation, The Greater Washington Society of CPAs hereby enacts and adopts the following as, and to be, the by-laws for the management and government of its affairs to take effect immediately upon their enactment and hereby repeals all by-laws or amendments of by-laws heretofore enacted or adopted.

Section 2. The name of this organization may be officially abbreviated "GWSCPA" and will be referred to in these by-laws as "The Society."

Section 3. A Certified Public Accountant is hereby defined as being any person who is the holder, in good standing, of a certificate to practice as such, issued by the Board of Accountancy for the District of Columbia, or who is the holder in good standing of an equivalent certificate issued by the equivalent Board or other agency of any state or territory of the United States.

Section 4. The seal of the Society shall be circular in form, two inches in diameter, bearing around the outer boarder the words "The Greater Washington Society of CPAs-Seal" and in the center, "Incorporated 1923."

Section 5. The fiscal year of the Society shall begin on the first day of July in each year and close on the thirtieth day of the following June.

Section 6. Excepting as otherwise prescribed in these by-laws, Roberts Rules of Order shall be the authority of this Society on all questions of parliamentary law and procedure.

Section 7. Code of Professional Conduct of the AICPA, as adopted January 12, 1988 and amended January 14, 1992 is designated as the Code of Professional Conduct of the Society. Subsequent amendments to the AICPA Code will automatically become part of the Society Code unless specifically exempted by the membership. Members of the Society shall adhere to the standards of professional conduct promulgated in that document as now constituted and as may hereafter be amended.

Section 8. (a) The annual meeting of the Society shall be held in May or June of each year at the discretion of the Board of Governors at such time and place as shall be designated by the Board.

(b) Regular meetings in addition to the Annual Meeting shall be held each fiscal year at such time and place as shall be designated by the Board of Governors.

(c) Special Meetings of the Society may be called by the President or by the Board of Governors and shall be called by the Secretary upon the written request of twenty-five or more of the voting membership. At such meetings, no business, other than that stated in the call, shall be conducted.

(d) At any meeting of the Society forty of the voting membership shall constitute a quorum. Voting by proxy is not permitted.

Section 9.  Whenever in the opinion of the Board it is deemed desirable to submit any proposition to a mail vote of the Membership, the Auditor to whom the ballot shall be mailed by the Members will at the expiration of thirty days from date of mailing the blank ballots, count the actual ballots received and report to the Board the results of such vote on the proposition submitted. If other than a simple majority of the ballots cast is necessary to decide the proposition, such condition will be specified on the ballot. There shall accompany each mail ballot a stamped properly addressed reply envelope and this section of the by-laws shall be printed on every mail ballot.

Section 10. Throughout these by-laws the term "he" and the derivatives thereof shall be construed to include the word "she" and the derivatives thereof.

ARTICLE II 

BOARD OF GOVERNORS

Section 1. The affairs of the Society shall be under the supervision of a Board of Governors consisting of fifteen voting members and three non-voting members. In addition, the immediate past President, President, and President-Elect, if the term of office of any one, as a member of the Board has expired, shall continue to be a member of the Board with voting rights until one year after his term as President has expired.

Section 2. (a) The voting members of the Board shall be elected by the voting members and shall hold office for a term of four years from the first day of the fiscal year following their election at the annual meeting of the Society. Election by the membership to fill an unexpired term or a term of more than two years, shall be considered the same as a four-year term and the member shall not be eligible for reelection to a consecutive term. Election to fill an unexpired term of two years or less shall not be considered as a full term.

Section 3.  Nomination for members of the Board shall be made by the following methods:

(a) For voting and non-voting members of the Board, by the Committee on Nominations as hereinafter provided.

(b) For voting members of the Board, by petition, signed by not less than twenty eligible voting members, with no more than five from any one organization (as defined by the Board of Governors), submitted to the Secretary not later than sixty days prior to the annual meeting.

At least eight of the fifteen voting Board members immediately after the annual election of the Board shall be actually and actively engaged either as principal or as employee, in the public practice of accountancy on a fee basis during regular and usual hours of the business day, and at least five of the aforesaid fifteen Board members shall not be so engaged either as principal or employees in the public practice of accountancy. All voting members of the Board must be voting members of the Society.

(c) For non-voting members, by petition signed by not less than ten eligible non-voting members of the same category as the nominee.

Each of the following categories shall elect one of their members to serve as a non-voting member to the Board of Governors for the term indicated:

Student - 1 year term
Practitioner Affiliate - 4 year term
Non-Practitioner Affiliate - 4 year term

Section 4. (a) Vacancies in the membership of the Board may be filled by appointment from the Membership by the Board of Governors to serve until the next Annual Meeting of the Society at which time the membership of the Society shall elect a member to complete the unexpired term.

(b) The President, with the advice and consent of the Board, may declare a vacancy in the case of any member who absents himself from three successive Regular meetings of the Board.

Section 5. (a) Regular Meetings of the Board of Governors shall be held each month, unless otherwise ordered by the President.

(b) Special Meetings of the Board may be held on call of the President and shall be held on call of three voting members thereof.

(c) Reasonable notice shall be given of all meetings of the Board, but in case of emergency such notice may be waived.

(d) Eight voting members of the Board of Governors shall constitute a quorum at any meeting.

ARTICLE III  

OFFICERS

Section 1. The officers of the Society shall consist of a President, President-elect, a Vice-President, a Secretary, and a Treasurer. All of said officers shall serve for one year or until their successors are elected and qualify. However, upon completion of his term of office, the President-elect shall succeed to the Presidency, unless by a two-third vote of the Board of Governors, before the Annual Meeting, the Board decides otherwise.

Section 2. (a) The Board, prior to the Annual Meeting of the Society, shall elect a President-elect, a Vice-president, a Secretary, and a Treasurer.

(b)(1) The President-elect, the Vice President, Secretary and Treasurer shall be elected from the membership of the Board. To be eligible for election to President-elect, the Board member must have served at least two years on the Board on the date he takes office as President-elect.

Section 3.   The President shall call the meetings and shall preside at all meetings of the Society and of the Board and shall perform such other duties as are usually incident to the office of President. He shall be, ex-officio, a member of all committees.

Section 4. It shall be the duty of the President-elect to perform all the duties and exercise all the powers of the President whenever the latter is absent or incapacitated.

Section 5. The Vice-President shall perform such duties as the President may direct.

Section 6. It shall be the duty of the Secretary:

(a) To give due notice of all meetings of the Society and of the Board.

(b) To attend the meetings of the Society and the Board and to keep a true record of the proceedings of all such meetings.

(c) To have the custody of the Corporate Seal and to affix the same to all documents when so required.

(d) To perform all other duties usually incident to this office or as may be assigned to him by the Board.

Section 7.  It shall be the duty of the Treasurer to receive and disburse all moneys for account of the Society, to keep proper books of account and to deposit all moneys in a bank approved by the Board. He shall attend meetings of the Board and render to it current financial reports.

Section 8. All checks of the Society in excess of $5,000.00 shall be signed by any two of the following officials: President, President-elect, Vice President, Secretary, Treasurer, Past President and Executive Director.

Section 9. In the event of a vacancy occurring in any office of the Society during the year, the Board of Governors shall fill the vacancy for the unexpired term.

Section 10. The Society shall have an Auditor to be elected at the Annual Meeting by the membership. It shall be the duty of the Auditor:

(a) To audit the financial statement of the Society at June 30 of the year of his election as Auditor, and deliver his Audit Report as soon as practicable to the Board of Governors.

(b) To act as teller at all meetings of the Society and to count and report on all mail votes during the ensuing year, for which purpose he may appoint such assistants as he deems necessary.

ARTICLE IV  

MEMBERSHIP

Section 1. (a) Membership in the Society shall consist of Fellows classified as:

Resident

Non-resident

Honorary

Life

Inactive

Affiliate

Student

(b) A Resident Fellow shall be defined as a Certified Public Accountant who has his office or place of business within the metropolitan Washington, D.C. area at the time of becoming a member, or one who has not elected to change his membership status during the current year. All members have voting privileges except Non-resident, Affiliate, and Student members.

(c) A Non-resident Fellow shall be defined as a Certified Public Accountant whose office or place of business is outside the metropolitan Washington, D.C. area and who has elected to be classified as a Non-resident Fellow.

(d) The metropolitan Washington, D.C. area shall be as defined by the Board of Governors (hereinafter referred to as the Board) from time to time.

(e) A Non-resident Fellow who moves his office or place of business into the metropolitan Washington, D.C. area, as defined by the Board, must become a Resident Fellow.

(f) The date upon which the change from Resident or Non-resident status and vice-versa shall occur will be the beginning of the next fiscal year following that for which Resident fellow dues have been paid. Upon return to the metropolitan Washington, D.C. area, Resident status may be regained by paying the difference in dues between the two categories of membership for the current year. Otherwise, the change to Resident status must occur at the first of the fiscal year following the return of the member to the area. Voting rights shall change with the dues change.

(g) The Society upon a two-thirds vote of the Board of Governors may confer honorary membership on any certified public accountant or equivalent who has attained distinction that enhances the accountancy profession. The Board may review the list of members each year and may deny continued honorary membership by majority vote.

(h) The Board of Governors may, on application of a Resident or Non-resident Fellow and upon a two-thirds vote, grant a life membership to any such Fellow who has retired from and is no longer active in public practice or other employment, providing that member has maintained his membership for a period of not less than 20 years.

(i) An Affiliate Fellow shall be defined as: 

(1)    One who has been accepted to sit for the CPA examination in one of the U.S. jurisdictions certifying CPAs, but who has not received his CPA certificate from the issuing jurisdiction. Such Associate Fellow may, upon Board approval, hold this status for not more than five years from the effective date of membership. A letter of notice will be issued in lieu of a Membership Certificate. Upon notification by the Fellow to the Society office that the Associate has received his CPA Certificate, he will receive full membership status.

(2)   One who holds credentials equivalent to a Certified Public Accountant in another country and is in good standing in the country in which he is certified. Upon notification by the Affiliate member to the Society office that the affiliate has received a CPA Certificate, he may receive full membership status. 

(3)   One employed in a professional capacity at a CPA firm or sole practitioner office, including for example attorneys, consulting professionals, economists and others. Individuals who qualify for this category of membership at the time of joining can continue membership if there is a change of employment. Affiliates in this category must be sponsored by an active Society member or satisfy such other approval mechanism as the Board may prescribe from time to time. 

(4)   One who is employed in a professional capacity in a not-for-profit organization with the title of chief financial officer, controller or equivalent; one employed by a local, state or federal government in a financial management position; or one who is a full time academic professional teaching at an accredited institution of higher learning. Non-CPAs who do not meet the above definitions can be recommended for this category by a committee chair subject to the approval of a majority vote of the Board of Governors. Affiliates in this category must be sponsored by an active Society member or satisfy such other approval mechanism as the Board may prescribe from time to time.

(j) The Board of Governors may, on application of a Resident or Non-resident Fellow and upon a two-thirds vote, grant an inactive membership status to such Fellows who have retired but do not qualify for life membership or who are not currently employed.

(k)  A Student Fellow shall be defined as one who is enrolled as an accounting, auditing, finance or business major at an accredited institution of higher learning in either an undergraduate or graduate program who has not yet graduated from that program and is not yet qualified to sit for the CPA exam. A Student who qualifies to sit for the CPA exam is not eligible to continue as a Student member as of the fiscal year following qualification.

Section 2.  All applications for membership shall be on forms prescribed by the Board and shall be accompanied by a non-refundable fee as determined by the Board.

Section 3. (a) Upon receipt of such application, the Secretary shall refer it to the Membership Committee to be processed.

(b) The Membership Committee shall process the application and report to the Secretary the approval or disapproval of such application.

(c) The Secretary shall advise the membership of those applicants who have been approved by the Membership Committee and that objections to such applicants must be received within ten days thereafter.

(d) The Board then shall proceed in regular meeting to vote thereon. A two-thirds vote of the Board shall be required to approve an application.

Section 4.  Every Fellow of the Society shall be furnished with a certificate of membership or a letter of notice. Certificates of membership shall remain the property of the Society, and shall be returned to the Secretary by any member whose membership is terminated in any manner other than by death.

ARTICLE V 

DUES

Section 1. (a) The dues of the Society shall be on an annual basis as set forth in Sub-section (b) of this section and are due and payable within one month after the beginning of the fiscal year. New members admitted prior to January 1 shall pay a full year's dues. New Members admitted January 1 or after shall pay one-half of the annual dues.

(b) Dues shall be levied by the Board of Governors in accordance with the following structure:

(1) Resident Fellows engaged in the practice of public accounting:

(a) In practice as partner, principal, shareholder or individual practitioners.

(b) Staff members.

(2) Resident Fellows not engaged in the practice of public accounting who are employed in private industry.

(3) Resident Fellows not engaged in the practice of public accounting who are members of the academic community.

(4) Resident Fellows not engaged in the practice of public accounting who are government employees.

(5) Non-resident Fellows.

(6) Life Fellows.

(7) Affiliate Fellow.

(8) Inactive Fellow.

(9)  Student Fellow.

Honorary and Life Fellows are exempt from the payment of dues.

Section 2.  Members of the Society may be excused by the Board from the payment of dues and assessments for reasonable cause.

Section 3. Assessments of any amount which shall be deemed advisable for the advancement of the aims and purposes of the Society shall be by mail vote in accordance with Article I, Section 9.

ARTICLE VI 

MEMBERSHIP SUSPENSION/TERMINATION

Section 1. Resignations of members shall be in writing and may be offered at any time. Actions on such resignations and applications for reinstatement of resigned members shall be taken by the Board of Governors under such provisions as the Board may prescribe. The Board may make separate provision for action or resignations of members not in good standing or against whom disciplinary proceedings or investigations are pending, and on applications for reinstatement of persons whose resignations were accepted when in such classification.

Section 2. The Board of Governors may, in its discretion, terminate the membership of a member who fails to pay his dues or any other obligation to the Society within three months after such debt has become due. Any membership so terminated may be reinstated by the Board of Governors under such conditions and procedures as the Board may prescribe.

Section 3. (a) Membership in the Society shall be suspended or terminated without a hearing for disciplinary purposes as provided in Sub-sections (b) and (c) under such conditions and by such procedure as shall be prescribed by the Board.

(b) Membership in the Society shall be suspended or terminated without a hearing should there be filed with the Secretary of the Society a judgment of conviction imposed upon any member for:

(1) a crime defined as a felony under the law of the convicting jurisdiction;

(2) the willful failure to file any income tax return which he, as an individual taxpayer, is required by law to file;

(3) the filing of a false or fraudulent income tax return on his or a client's behalf; or

(4) the willful aiding in the preparation and presentation of a false and fraudulent income tax return of a client; and shall be terminated in like manner upon the similar filing of a final judgment of conviction.

(c) Membership in the Society shall be suspended without a hearing should a members' certificate as Certified Public Accountant, or license or permit to practice as such, or to practice public accounting be suspended as a disciplinary measure by any governmental authority, but such suspension of membership shall terminate upon reinstatement of the certificate; or such membership in the Society shall be terminated without hearing should such certificate, license or permit be revoked, withdrawn or cancelled as a disciplinary measure by any governmental authority. The Board shall provide for the consideration and disposition, with or without hearing, or a timely written petition of any member that his membership should not be suspended or terminated pursuant to this Sub-section.

(d) Application of the provision of Sub-section (b) and Sub-section (c) shall not preclude the summoning of the member concerned to appear before the Board or the Committee on Professional Ethics pursuant to Section 4.

Section 4. Under such conditions and by such procedure as the Board may prescribe, the Board may, by the 2/3 vote of the voting members present and voting, but not less than 12 affirmative votes expel a member, (except as otherwise provided in Sub-section (c)); or by a majority vote of the voting members present and voting, suspend a member for a period not to exceed two years not counting any suspension imposed under Sections 3(b) and 3(c), or may impose such lesser sanctions as the Board may prescribe on any member if:

(a) he infringes any of these by-laws or any provision of the Code of Professional Conduct;

(b) he is declared by a court of competent jurisdiction to have committed any fraud;

(c) he is held by the Board to have been guilty of an act discreditable to the profession, or to have been convicted of a criminal offense which tends to discredit the profession; provided that should the Board find by a majority vote that he has been convicted by a criminal court of an offense involving moral turpitude or enumerated in Section 3(b), the penalty shall be expulsion;

(d) he is declared by any competent court to be insane, or otherwise incompetent;

(e) his certificate as a Certified Public Accountant or license or permit to practice as such or to practice public accounting is suspended, revoked, withdrawn or cancelled as a disciplinary measure by any governmental authority; or

(f) he fails to cooperate with the Committee on Professional Ethics in any disciplinary investigation involving him or his partner or employee by not responding to interrogatories of the committee within thirty days of their posting by registered mail, postage prepaid, to him at his last known address shown on the books of the Society.

Section 5. Members who are not Certified Public Accountants are subject to all termination and suspension provisions of this Article VI, except those that pertain only to Certified Public Accountants.

Section 6. The Board may prescribe such conditions and procedures under which members suspended or terminated or expelled under sections 3 and 4 may be reinstated.

Section 7. Notice of termination, suspension or expulsion from membership in the Society pursuant to sections 3 or 4 thereof, together with a statement of the reason therefore, may be published in such form and manner as the Board may prescribe.

Section 8. Sections 3 and 4 shall not be applied to offenses of wrongful conduct occurring prior to its effective date, but such offenses shall be disciplined under the by-laws of the Society in effect at their occurrence.

(a) Whenever a member of the Society, whether or not such member is a member of the AICPA, shall be charged with violating these by-laws or the Code of Professional Conduct promulgated hereunder, as now constituted and as may be hereafter amended, the said charge shall be initiated in accordance with the terms of any then existing agreement or understanding between the Society and the AICPA relating to ethics enforcement.

(b) In further event that a hearing is required to dispose of such charge or charges, the hearing shall be conducted under the terms of the aforesaid agreement or understanding, the then-operative rules of the Joint Trial Board Division of the AICPA and the then-operative joint ethics enforcement procedures in effect by virtue of the agreement or understanding between the Society and the AICPA.

(c) In case of any conflict between the Code of Professional Conduct of the AICPA and either these by-laws, or the Code of Professional Conduct of the Society, the by-laws and Code of the Society shall prevail.

ARTICLE VII 

COMMITTEES

SECTION 1.(a) The President shall have the power in his discretion with the consent of the Board of Governors to constitute and appoint  committees or task forces.  

(b) The Committees shall function in accordance with instructions issued by the President and approved by the Board.

SECTION 2.(a) A Committee on Nominations to consist of five members shall be elected by the Board prior to October 1 of the next fiscal year following the Annual Meeting. No member of the Nominating Committee shall serve for two years in succession. No officer or voting or non-voting member of the Board shall be eligible for such Committee.

(b) The names of the members of the Committee on Nominations shall be sent to all members of the Society as soon as possible after their election.

(c) The duties of the Committee on Nominations shall be to select nominees for the Board to be voted upon at the annual meeting in number, for both practitioner and non-practitioner categories, equal to or more than the number necessary to fill the vacancies announced to be filled in each category in the call for the annual meeting. No member of the Nominations Committee may be nominated by the Committee.

(d) Nominations shall be made by the Committee on Nominations before February 1st. Notice of such nominations shall be mailed by the Secretary to all members of the Society, or published by February 15th. A total list of nominations shall be mailed by the Secretary to all members of the Society, or published at least twenty-five days prior to the annual meeting.

SECTION 3. Thirty percent or more of the membership of a Committee, but not less than three members, shall constitute a quorum of a Committee for the purpose of transacting the business of the Committee.

ARTICLE VIII 

SCHOLARSHIP FUND

SECTION 1. The Society created and maintains a scholarship trust or fund formerly known as the Scholarship Fund of the District of Columbia Institute of Certified Public Accountants and by amendment to the by-laws of the Society to be known as "The GWSCPA Scholarship Fund" (the "Scholarship Fund") for the purpose of making scholarship loans and grants to students of accountancy attending institutions of learning located in the greater Washington, DC metropolitan area.

SECTION 2.

The Scholarship Fund shall be administered by three trustees, each holding office for a three-year term, and one of whom shall be selected annually by the Executive Committee with the approval of the Board of Governors; provided that the time of the adoption of this by-law three trustees shall be selected to hold office for terms of one, two and three years, respectively.

SECTION 3. The Scholarship Fund shall be administered pursuant to a Trust Indenture in the following form: Trust Indenture between The Greater Washington Society of CPAs and Trustee Scholarship Fund:

This Indenture made this ninth day of May 1963, by and between The Greater Washington Society of CPAs, a non-profit corporation, organized and existing under the laws of the District of Columbia, hereinafter called "Society," of the first part, and , , and , Trustees, hereinafter called "Trustees," of the second part.

Witnesseth: Whereas, the by-laws of the Society, as amended at the annual meeting held on the ninth day of May 1963, provided for the establishment of a Scholarship Fund to be administered by three Trustees; and Whereas, at the aforesaid 1963 annual meeting of the members of the Society the following were elected as Trustees for the terms set after their respective names: 1 year, 2 years, 3 years.

Now, therefore, it is agreed as follows:

1. The trust or fund hereby created and herein provided for shall be known as "GWSCPA Scholarship Fund" (the "Scholarship Fund").

2. The Society hereby transfers to Trustees the sum of $500.00 in cash to be held in trust for the uses and purposes herein set forth.

3. Trustees agree to hold and apply such sum of $500.00 and any and all other gifts, devises and bequests that may from time to time be made to the Scholarship Fund, in trust for the general purposes of the Scholarship Fund.

4. All property received by the Trustees shall be held and administered as a single trust, provided, however, that Trustees shall follow and be governed by the terms of any particular gift, devise or bequest in respect of the funds so given, devised or bequeathed.

5. Trustees shall, subject to the provisions pertaining to any particular gift, devise or bequest, have full right, power and authority to invest and reinvest all funds in their hands in such investments as shall constitute legal investments for trust funds under the laws of the District of Columbia.

6. Subject to the terms of any specific gift, devise or bequest, income from the Scholarship Fund shall be available for distribution and application by the Trustees from time to time for the purposes herein set forth, and in their absolute discretion.

7. Distribution and application of income from the Scholarship Fund as may from time to time be available for distribution, shall be made by the Trustees only.

8. The distribution and application of the income from the fund shall be at the discretion of the Trustees.

9. The Trustees shall elect from their number a Chairman and may adopt such rules of procedures as they may find necessary to carry out the provisions of this Trust Indenture. Their books and accounts shall be audited once a year by an auditor to be selected by the members at the Annual Meeting of the Society. Trustees shall serve without compensation.

10. One Trustee shall be elected for a term of three years at each Annual Meeting of the members of the Society, and vacancies among the Trustees shall be filled at either the Annual Meeting or at any duly constituted meeting of the members of the Society.

11. Upon dissolution of the Scholarship Fund, the Board of Trustees shall after paying or making provision for the payment of all of the liabilities of the Scholarship Fund, distribute all of the assets of the Scholarship Fund to or for the use of such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes in accordance with the income tax exemption provisions of the U.S. Internal Revenue Code. The Board of Trustees shall select and determine to which such organizations and in what amounts such assets shall be distributed.

12. The terms and provisions of this Trust Indenture may be amended and additional terms and provisions may be added hereto from time to time by duly adopted amendment to the by-laws of the Society. In witness whereof, the party of the first part has caused this Indenture to be executed by its duly authorized officers and its corporate seal, duly attested, to be affixed hereto, and the parties of the second part have hereunto set their hands and seals the day and year first above written.

The Greater Washington Society of CPAs

By , President

Attest;

Secretary, , Trustee,

(SEAL),

Trustee, (SEAL), , Trustee, (SEAL)

ARTICLE IX 

AMENDMENTS

SECTION 1. These by-laws may be amended, altered, repealed or added to, by a two-thirds vote of the membership present at any meeting of the Society provided not less than 15 days written notice is given each member of such proposed action, or by mail votes of the membership in accordance with Article I - Section 9 of these by-laws, provided that two-thirds of the valid ballots are in the affirmative.

SECTION 2. The Board shall have authority to adopt any rules and regulations for the government of the Society and the relations between its members, as are not inconsistent with these by-laws; provided, however, that such rules and regulations may be annulled at any regular meeting of the Society by a majority of those present within one year of their adoption by the Board.

SECTION 3. Article I, Section 7 designates the AICPA Code of Professional Conduct as the Code of Professional Conduct of the Society. The current AICPA Code of Professional Conduct, adopted January 12, 1988, amended January 14, 1992, and subsequent amendments, is appended hereto.